ALLIANZ LIFE VARIABLE ACCOUNT B
N-4, 2000-06-30
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                                                    File Nos.   333-
                                                                811-05618
==============================================================================

                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549

                                   FORM N-4

REGISTRATION  STATEMENT UNDER THE SECURITIES ACT OF 1933                   (X)
            Pre-Effective  Amendment No.                                   ( )
            Post-Effective  Amendment No.                                  ( )

REGISTRATION  STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940           ( )
            Amendment  No. 72                                              (X)

                      (Check appropriate box or boxes.)

     ALLIANZ  LIFE  VARIABLE  ACCOUNT  B
     -------------------------------
        (Exact  Name  of  Registrant)

     ALLIANZ  LIFE  INSURANCE  COMPANY  OF  NORTH  AMERICA
     -----------------------------------------------
        (Name  of  Depositor)


     1750  Hennepin  Avenue,  Minneapolis,  MN                           55403
     -------------------------------------------                         -----
     (Address  of  Depositor's  Principal  Executive  Offices)      (Zip Code)

Depositor's  Telephone  Number,  including  Area  Code    (612)  347-6596

     Name  and  Address  of  Agent  for  Service
     -------------------------------------
          Suzanne J. Pepin
          Allianz  Life  Insurance  Company  of  North  America
          1750  Hennepin  Avenue
          Minneapolis,  MN    55403

     Copies  to:
          Judith  A.  Hasenauer
          Blazzard,  Grodd  &  Hasenauer,  P.C.
          P.O.  Box  5108
          Westport,  CT  06881
          (203)  226-7866

Approximate Date of Proposed Public Offering:

         As soon as practicable after the effective date of this Filing.

Title of Securities Registered:

     Individual Deferred Variable Annuity Contracts

================================================================================
The Registrant hereby amends this  Registration  Statement on such date or dates
as may be necessary to delay its effective date until the Registrant  shall file
a further amendment which specifically  states that this Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933  or  until  the  Registration  Statement  shall  become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.
================================================================================

                            CROSS REFERENCE SHEET
                            (Required by Rule 495)

<TABLE>
<CAPTION>
<S>       <C>                                            <C>
Item No.                                                 Location
--------                                                 -----------------------

          PART A

Item 1.   Cover Page . . . . . . . . . . . . . . . . .   Cover Page

Item 2.   Definitions .  . . . . . . . . . . . . . . .   Index of Terms

Item 3.   Synopsis or Highlights.  . . . . . . . . . .   Highlights


Item 4.   Condensed Financial Information. . . . . . .   Appendix-Condensed
                                                         Financial Information


Item 5.   General Description of Registrant, Depositor,
          and Portfolio Companies. . . . . . . . . . . . Other Information-
                                                         The Separate Account,
                                                         Allianz Life,
                                                         Investment Options

Item 6.   Deductions. . . . . . . . .. . . . . . . . . . Expenses

Item 7.   General Description of Variable
          Annuity Contracts . . . . . . . . . . . . . . .The Valuemark IV
                                                         Variable Annuity
                                                         Contract

Item 8.   Annuity Period. . .. . . . . . . . . . . . . . Annuity Payments
                                                         (The Payout Phase)

Item 9.   Death Benefit. . . . . . . . . . . . . . . . . Death Benefit

Item 10.  Purchases and Contract Value. . . . . . . . . .Purchase

Item 11.  Redemptions. . . . . . . . . . . . . . . . . . Access to Your Money

Item 12.  Taxes. . . . . . . . . . . . . . . . . . . . . Taxes

Item 13.  Legal Proceedings. . . . . . . . . . . . . . . None

Item 14.  Table of Contents of the Statement of
          Additional Information. . . . . . . . . . .    Table of Contents
                                                         of the Statement of
                                                         Additional Information
</TABLE>




                        CROSS REFERENCE SHEET (cont'd)
                            (Required by Rule 495)

<TABLE>
<CAPTION>
<S>       <C>                                          <C>
Item No.                                               Location
--------                                               --------------------

          PART B

Item 15.  Cover Page. . . . . . . . .. . . . . . . .   Cover Page

Item 16.  Table of Contents. . . . . . . . . . . . .   Table of Contents

Item 17.  General Information and History. . . . . .   Insurance Company

Item 18.  Services. . . . . . . . . . . . .. . . . .   Not Applicable

Item 19.  Purchase of Securities Being Offered. . . .  Not Applicable

Item 20.  Underwriters. . . . . . . . . . . . . . . .  Distributor

Item 21.  Calculation of Performance Data. . . . . .   Calculation of
                                                       Performance Data

Item 22.  Annuity Payments. . . . . . . . . . . . . .  Annuity Provisions

Item 23.  Financial Statements. . . . .  . . . . . .   Financial Statements
</TABLE>




                                 PART C

Information required to be included in Part C is set forth under the appropriate
Item so numbered, in Part C to this Registration Statement.

<PAGE>
                                 PART A

                 THE VALUEMARK(R) IV VARIABLE ANNUITY CONTRACT

                                    issued by

                         ALLIANZ LIFE VARIABLE ACCOUNT B

                                       and

                 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA



This  prospectus  describes  the Valuemark IV Variable  Annuity  Contract with a
Fixed  Account  offered  by Allianz  Life  Insurance  Company  of North  America
(Allianz Life). All references to "we," "us" and "our" refer to Allianz Life.

The annuity  offers the Variable  Options  listed below,  and a Fixed Account of
Allianz Life. Each Variable Option invests in a Portfolio  listed below. You can
select up to 10 investment  options (which includes any of the Variable  Options
and the  Fixed  Account).  The  Fixed  Account  and one or more of the  Variable
Options may not be available in your state.



VARIABLE OPTIONS:
AIM VARIABLE INSURANCE FUNDS:

AIM V.I. Growth Fund

THE ALGER AMERICAN FUND:

Alger American Growth Portfolio
Alger American Leveraged AllCap Portfolio

FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST#:


Franklin Aggressive Growth Securities Fund
Franklin Global Communications Securities Fund*
Franklin Global Health Care Securities Fund
Franklin Growth and Income Securities Fund*
Franklin High Income Fund
Franklin Income Securities Fund
Franklin Large Cap Growth Securities Fund*
Franklin Money Market Fund
Franklin Natural Resources Securities Fund
Franklin Real Estate Fund*
Franklin Rising Dividends Securities Fund*
Franklin S&P 500 Index Fund
Franklin Small Cap Fund
Franklin Technology Securities Fund
Franklin U.S. Government Fund*
Franklin Value Securities Fund
Franklin Zero Coupon Funds - 2000, 2005 and 2010
Mutual Discovery Securities Fund
Mutual Shares Securities Fund
Templeton Asset Strategy Fund*
Templeton Developing Markets Securities Fund*
Templeton Global Income Securities Fund
Templeton Growth Securities Fund*
Templeton International Securities Fund*
Templeton International Smaller Companies Fund
Templeton Pacific Growth Securities Fund*

#Effective May 1, 2000,  the funds of Templeton  Variable  Products  Series Fund
were merged into similar funds of Franklin Templeton Variable Insurance Products
Trust.


USALLIANZ VARIABLE INSURANCE PRODUCTS TRUST:

USAllianz VIP Diversified Assets Fund
USAllianz VIP Fixed Income Fund
USAllianz VIP Growth Fund

THE  SECURITIES AND EXCHANGE  COMMISSION  HAS NOT APPROVED OR DISAPPROVED  THESE
SECURITIES  OR  DETERMINED  IF THIS  PROSPECTUS  IS  TRUTHFUL OR  COMPLETE.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>

*The fund's name changed as follows:

CURRENT NAME                                      PREVIOUS NAME
-----------------------------------------------------------------------------------------
<S>                                               <C>
Franklin Global Communications Securities Fund    Franklin Global Utilities Securities Fund
Franklin Growth and Income Securities Fund        Franklin Growth and Income Fund
Franklin Large Cap Growth Securities Fund         Franklin Capital Growth Fund
Franklin Real Estate Fund                         Franklin Real Estate Securities Fund
Franklin Rising Dividends Securities Fund         Franklin Rising Dividends Fund
Franklin U.S. Government Fund                     Franklin U.S. Government Securities Fund
Templeton Asset Strategy Fund                     Templeton Global Asset Allocation Fund
Templeton Developing Markets Securities Fund      Templeton Developing Markets Equity Fund
Templeton Growth Securities Fund                  Templeton Global Growth Fund
Templeton International Securities Fund           Templeton International Equity Fund
Templeton Pacific Growth Securities Fund          Templeton Pacific Growth Fund
</TABLE>


A bonus is optional with this Contract.  If you select a bonus, the expenses for
the Contract may be higher than  expenses  for a Contract  without a bonus.  The
amount  of the  bonus  may be  offset  by any  additional  fees  and/or  charges
associated with the bonus.

Please read this prospectus  before investing and keep it for future  reference.
It contains  important  information  about the  Valuemark  IV  Variable  Annuity
Contract with a Fixed Account.


To learn more about the  annuity  offered by this  prospectus,  you can obtain a
copy of the Statement of Additional Information (SAI) dated ___________. The SAI
has been filed with the Securities and Exchange  Commission (SEC) and is legally
a part of this  prospectus.  The Table of  Contents  of the SAI is on page __ of
this prospectus. The SEC maintains a Web site (http://www.sec.gov) that contains
the  SAI,  material  incorporated  by  reference  and  other  information  about
companies  that file  electronically  with the SEC.  For a free copy of the SAI,
call us at  1-800-542-5427  or write us at: 1750 Hennepin  Avenue,  Minneapolis,
Minnesota 55403-2195.

THE VALUEMARK IV VARIABLE ANNUITY CONTRACTS:
O ARE NOT BANK DEPOSITS
O ARE NOT FEDERALLY INSURED
O ARE NOT ENDORSED BY ANY BANK OR GOVERNMENT AGENCY
O ARE NOT GUARANTEED AND MAY BE SUBJECT TO LOSS OF PRINCIPAL

This prospectus is not an offering of the securities in any state,  country,  or
jurisdiction  in which we are not authorized to sell the  Contracts.  You should
rely  only  on the  information  contained  in this  prospectus  or that we have
referred you to. We have not authorized  anyone to provide you with  information
that is different.

Dated: ___________, 2000


                           Variable Annuity Prospectus

TABLE OF CONTENTS


Index of Terms

Highlights

Fee Table

1. The Valuemark IV Variable Annuity Contract
    Contract Owner
    Joint Owner
    Annuitant
    Beneficiary
    Assignment

2. Annuity   Payments (The Payout  Phase)
   Income Date
   Annuity Payments
   Guaranteed Minimum Income Benefits
   Annuity  Options

3.  Purchase
    Purchase  Payments
    Automatic Investment   Plan
    Bonuses
    Allocation of Purchase  Payments
    Free   Look
    Accumulation  Units

4. Investment  Options
    Transfers
    Dollar Cost Averaging  Program
    Flexible Rebalancing
    Voting Privileges
    Substitution

5.  Expenses
    Insurance  Charges
    Mortality and Expense Risk  Charge
    Administrative  Charge
    Contract Maintenance  Charge
    Contingent Deferred Sales  Charge
    Waiver of   Contingent Deferred
        Sales Charge  Benefits
    Reduction or Elimination   of the
    Contingent Deferred Sales  Charge
    Transfer Fee
    Premium  Taxes
    Income  Taxes
    Portfolio  Expenses

6.  Taxes
    Annuity Contracts in  General
    Qualified and  Non-Qualified Contracts
    Multiple Contracts
    Withdrawals -  Non-Qualified Contracts
    Withdrawals - Qualified Contracts
    Withdrawals -  Tax-Sheltered Annuities
    Diversification

7. Access to Your Money
    Systematic Withdrawal  Program
    Minimum Distribution  Program
    Suspension of Payments or Transfers

8. Performance

9. Death  Benefit
    Upon Your  Death
    Death of Annuitant

10. Other Information
    Allianz   Life
    The Separate  Account
    Distribution
    Administration
    Financial Statements

Table of   Contents of the
Statement of Additional Information

Appendix


INDEX OF TERMS
--------------------------------------------------------------------------------

This  prospectus  is written in plain  English to make it as  understandable  as
possible.  However, there are some technical terms used which are capitalized in
the  prospectus.  The page  that is  indicated  below is where you will find the
definition for the word or term.

                                                    Page

Accumulation  Phase
Accumulation   Unit
Annuitant
Annuity  Options
Annuity  Payments
Annuity   Unit
Beneficiary
Contract
Contract  Owner
Fixed  Account
Income  Date
Joint Owner
Non-Qualified .
Payout  Phase
Portfolios
Purchase  Payment
Qualified
Tax  Deferral
Variable  Option


HIGHLIGHTS

The variable annuity contract offered by Allianz Life is a contract between you,
the owner,  and Allianz Life,  the insurance  company.  The Contract  provides a
means for investing on a tax-deferred  basis in Variable Options and the Allianz
Life  Fixed  Account  for  retirement  savings  or  other  long-term  investment
purposes. The Contract provides two death benefit options and guaranteed annuity
income options.

If you  purchase the Contract on or after  _________,  2000,  you can select the
Immediate  Bonus and/or the Loyalty  Bonus.  If you select the Immediate  Bonus,
Allianz Life will credit each  Purchase  Payment you make,  within the first six
months  after it issues  the  Contract,  with a 3.5%  Bonus.  If you  select the
Loyalty  Bonus,  Allianz  Life will  credit your  Contract  on the 7th  Contract
anniversary  with a Bonus equal to 3.25% of your Contract  value.  Under certain
circumstances, Allianz Life may take back the Bonus amounts.

All  deferred  annuity  contracts,  like this  Contract,  have two  phases:  the
Accumulation Phase and the Payout Phase. During the Accumulation Phase, earnings
accumulate  on a  tax-deferred  basis and are taxed as ordinary  income when you
make a  withdrawal.  If you make a  withdrawal  during the  Accumulation  Phase,
Allianz  Life  may  assess a  contingent  deferred  sales  charge  which  varies
depending upon how long it has had your Purchase  Payment and whether or not you
select the  Immediate  Bonus.  The Payout Phase occurs when you begin  receiving
regular Annuity Payments from your Contract.

You can choose to receive Annuity Payments on a variable basis, on a fixed basis
or a combination  of both. If you choose  variable  payments,  the amount of the
variable  annuity  payments will depend upon the  investment  performance of the
Variable  Options you select for the Payout Phase. If you choose fixed payments,
the amount of the fixed  annuity  payments are  constant  for the entire  Payout
Phase. If you purchase the Contract on or after _________, 2000, you can select
a guaranteed minimum income benefit (GMIB).

     FREE LOOK.  You can cancel the Contract  within 10 days after  receiving it
(or  whatever  period is required in your  state).  Allianz Life will refund the
value of your  Contract  on the day it  receives  your  request  to  cancel  the
Contract.  This may be more or less  than  your  original  payment.  In  certain
states,  or if you have  purchased  the  Contract  as an  individual  retirement
annuity,  Allianz  Life will  refund  the  Purchase  Payment.  If you select the
Immediate Bonus,  Allianz Life will take back the Bonus amount if you cancel the
Contract under this free look provision.

     TAX  PENALTY.  Your  earnings are not taxed until you take them out. If you
take money out during the  Accumulation  Phase,  earnings come out first and are
taxed as income. If you are younger than 59 1/2 when you take money out, you may
be charged a 10% federal tax penalty.  For tax purposes,  bonuses are considered
to be earnings.


     INQUIRIES.  If you have any  questions  about  your  Contract  or need more
information, please contact us at:

         USAllianz Service Center
         300 Berwyn Park
         P.O. Box 3031
         Berwyn,PA 19312-0031
         1-800-624-0197

FEE TABLE
--------------------------------------------------------------------------------

The purpose of this Fee Table is to help you  understand the costs of investing,
directly or indirectly,  in the Variable Options under the Contract. It reflects
expenses of the Separate Account as well as the Portfolios.

CONTRACT OWNER TRANSACTION FEES

Contingent Deferred Sales Charge ("CDSC")*
(as a percentage of Purchase Payments)



      YEARS SINCE        CONTRACTS WITHOUT           CONTRACTS WITH
    PURCHASE PAYMENT      IMMEDIATE BONUS            IMMEDIATE BONUS
                            CDSC CHARGE                CDSC CHARGE
-------------------------------------------------------------------------
           0-1                   6%                       9.5%
           1-2                   6%                       9.5%
           2-3                   6%                       9.0%
           3-4                   5%                       7.5%
           4-5                   4%                       6.0%
           5-6                   3%                       4.5%
           6-7                   2%                       3.0%
           7 +                   0%                         0%



Transfer Fee  First 12 transfers in a Contract year are free. Thereafter, the
              fee is $25 or 2% of the amount transferred, if less. Dollar Cost
              Averaging transfers and Flexible Rebalancing transfers are not
              currently counted.


CONTRACT MAINTENANCE CHARGE**      $30 per Contract per year


SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)

<TABLE>
<CAPTION>

                                                              Charges for Contract with
                                        Charges for           GMIB and Immediate and
                                        Standard Contract     Loyalty Bonuses
                                        -----------------     ----------------------
<S>                                          <C>                   <C>
Mortality and Expense Risk Charge***         1.34%                 2.14%

Administrative Charge                         .15%                  .15%
                                             ------                -----
Total Separate Account Annual Expenses       1.49%                 2.29%
</TABLE>


* Each  year  after the  first  Contract  year,  you may make  multiple  partial
withdrawals  of up to a  total  of 15% of the  value  of  your  Contract  and no
contingent  deferred sales charge will be assessed.  See Section 7 -- "Access to
Your Money" for additional options.

** During  the  Accumulation  Phase,  the  charge is waived if the value of your
Contract is at least  $50,000.  If you own more than one  Valuemark  IV Contract
(registered with the same social security  number),  we will determine the total
value of all your  Contracts.  If the total  value of all your  Contracts  is at
least  $50,000,  the charge is waived  (except in New  Jersey).  Currently,  the
charge is also waived  during the Payout Phase if the value of your  Contract at
the Income Date is at least $50,000 (except in New Jersey).

*** The amount of the mortality and expense risk charge during the  Accumulation
Phase depends upon whether you select a Bonus and/or a guaranteed minimum income
benefit  (GMIB) and the  Contract  year your  Contract is in. The lowest  charge
shown in the table  above  assumes  you do not  select  any  Bonus or GMIB.  The
highest  charge shown in the table above  assumes you choose both Bonus  Options
and the GMIB.  The  mortality and expense risk charge will be different for your
Contract if you choose only one of these options or a different  combination  of
options.   See   "Expenses  -  Mortality  and  Expense  Risk  Charge"  for  more
information.  The  mortality  and expense risk charge is 1.25% during the Payout
Phase regardless of any Bonus or GMIB benefits you have selected.
<PAGE>
7
<TABLE>
<CAPTION>



FUND ANNUAL EXPENSES:

(as a  percentage  of the  Portfolio's  average  net assets for the most  recent
fiscal year). See the accompanying Portfolio prospectuses for more information.



                                                    MANAGEMENT

                                                  AND PORTFOLIO                                      TOTAL ANNUAL

                                               ADMINISTRATIVE FEES1  12b-1 FEES     OTHER EXPENSES     EXPENSES
---------------------------------------------------------------------------------------------------------------------------

<S>                                                    <C>               <C>            <C>              <C>
AIM V.I. Growth Fund                                   .63%              --             .10%             .73%

Alger American Growth Portfolio                        .75%              --             .04%             .79%

Alger American Leveraged AllCap Portfolio2             .85%              --             .08%             .93%

Franklin Aggressive Growth Securities Fund,
  Class 1 3                                            .50%              --             .22%             .72%

Franklin Global Communications Securities Fund,
  Class 1                                              .48%              --             .03%              .51%

Franklin Global Health Care Securities Fund, Class 1   .60%              --             .22%              .82%

Franklin Growth and Income Securities Fund, Class 1    .47%              --             .02%              .49%

Franklin High Income Fund, Class 1                     .51%              --             .03%              .54%

Franklin Income Securities Fund, Class 1               .48%              --             .02%              .50%

Franklin Large Cap Growth Securities Fund, Class 1 4   .75%              --             .02%              .77%

Franklin Money Market Fund, Class 1                    .52%              --             .01%              .53%

Franklin Natural Resources Securities Fund, Class 1    .62%              --             .04%              .66%

Franklin Real Estate Fund, Class 1                     .56%              --             .02%              .58%

Franklin Rising Dividends Securities Fund, Class 1     .73%              --             .02%              .75%

Franklin S&P 500 Index Fund, Class 1 5                 .15%              --             .38%              .53%

Franklin Small Cap Fund, Class 1 6                     .55%              --             .27%              .82%

Franklin Technology Securities Fund, Class 1 3         .55%              --             .38%             .93%

Franklin U.S. Government Fund, Class 1                 .49%              --             .02%              .51%

Franklin Value Securities Fund, Class 1                .60%              --             .21%              .81%

Franklin Zero Coupon Fund, Class 1 - 2000              .63%              --             .02%              .65%

Franklin Zero Coupon Fund, Class 1 - 2005              .63%              --             .02%              .65%

Franklin Zero Coupon Fund, Class 1 - 2010              .63%              --             .02%              .65%

Mutual Discovery Securities Fund, Class 1              .80%              --              .21             1.01%

Mutual Shares Securities Fund, Class 1 4               .60%              --             .19%              .79%

Templeton Asset Strategy Fund, Class 1 6               .60%              --             .18%              .78%

Templeton Developing Markets Securities Fund,
  Class 1 6                                           1.25%              --             .31%             1.56%

Templeton Global Income Securities Fund, Class 1 4     .60%              --             .05%              .65%

Templeton Growth Securities Fund, Class 1 4            .83%              --             .05%              .88%

Templeton International Securities Fund, Class 1 6     .69%              --             .19%              .88%

Templeton International Smaller Companies Fund,
  Class 1                                              .85%              --             .26%             1.11%

Templeton Pacific Growth Securities Fund, Class 1     1.00%              --             .08%             1.08%

USAllianz VIP Diversified Assets Fund, Class 1 5/7     .55%             .25%            .20%             1.00%

USAllianz VIP Fixed Income Fund, Class 1 5/7           .50%             .25%            .00%              .75%

USAllianz VIP Growth Fund, Class 1 5/7                 .65%             .25%            .00%              .90%
<FN>
1.   The  Portfolio  Administration  Fee is a direct  expense  for the  Franklin
     Aggressive   Growth   Securities  Fund  the  Franklin  Global  Health  Care
     Securities  Fund, the Franklin S&P Index Fund, the Franklin Small Cap Fund,
     the Franklin  Technology  Securities  Fund, the Franklin  Value  Securities
     Fund, the Mutual Discovery  Securities  Fund, the Mutual Shares  Securities
     Fund, the Templeton Asset Strategy Fund, the Templeton  Developing  Markets
     Securities  Fund,  the  Templeton  International  Securities  Fund  and the
     Templeton   International  Smaller  Companies  Fund.  Other  Portfolios  of
     Franklin  Templeton  Variable  Insurance  Products  Trust  pay for  similar
     services  indirectly through the Management Fee. See the Franklin Templeton
     Variable  Insurance  Products  Trust  prospectus  for  further  information
     regarding these fees.

2.   Other expenses for the Alger American  Leveraged AllCap  Portfolio  include
     0.01% of interest expense.

3.   The Franklin  Aggressive Growth Securities Fund and the Franklin Technology
     Securities  Fund  commenced  operations on May 1, 2000.  The expenses shown
     above for these  portfolios are therefore  estimated for the current fiscal
     year.

4.   On 2/8/00, a merger and  reorganization was approved that combined the fund
     with a similar fund of Templeton  Variable Products Series Fund,  effective
     5/1/00.  The table shows total  expenses  based on the fund's  assets as of
     12/31/99,  and not the assets of the combined fund.  However,  if the table
     reflected combined assets, the fund's Management Fees, Other Expenses,  and
     Total Fund  Operating  Expenses  after 5/1/00 would be estimated as: 0.75%,
     0.02%, and 0.77%  respectively for the Franklin Large Cap Growth Securities
     Fund; 0.60%, 0.19%, and 0.79% respectively for the Mutual Shares Securities
     Fund;  0.80%,  0.05%,  and  0.85%  respectively  for the  Templeton  Growth
     Securities  Fund;  and  .0.60%,  0.04%,  and  0.64%  respectively  for  the
     Templeton Global Income Securities Fund.

5.   The  Franklin  S&P 500 Index Fund,  the US Allianz VIP  Diversified  Assets
     Fund,  the US Allianz VIP Fixed Income Fund,  and the US Allianz VIP Growth
     Fund  commenced  operations on November 12, 1999.  The expenses shown above
     for these portfolios are therefore  estimated for the fund's current fiscal
     year.

6.   On 2/8/00,  shareholders approved a merger and reorganization that combined
     the  assets  of the fund  with a  similar  fund of the  Templeton  Variable
     Products Series Fund,  effective  5/1/00.  The  shareholders of the similar
     fund had approved new  management  fees,  which apply to the combined  fund
     effective 5/1/00.  The table shows restated total expenses based on the new
     fees and  assets  of the fund as of  12/31/99,  and not the  assets  of the
     combined fund.  However,  if the table  reflected both the new fees and the
     combined assets, the fund's Management Fees, Other Expenses, and Total Fund
     Operating  Expenses after 5/1/00 would be estimated as: 0.55%,  0.27%,  and
     0.82% respectively for the Franklin Small Cap Fund; 1.25%, 0.29%, and 1.54%
     respectively for the Templeton  Developing  Markets Securities Fund; 0.60%,
     0.14%,  and 0.74%  respectively  for the Templeton Asset Strategy Fund; and
     0.65%,  0.20%,  and  0.85%  respectively  for the  Templeton  International
     Securities Fund.

7.   Certain  expenses  of the  USAllianz  VIP Funds  have been  assumed  by the
     Adviser. Had those expenses not been assumed,  total return would have been
     lower and total fund  expenses  would  have been 3.80% for the  Diversified
     Assets  Fund,  3.77% for the Fixed  Income  Fund,  and 3.90% for the Growth
     Fund.
</FN>
</TABLE>

<TABLE>
<CAPTION>
EXAMPLES
--------------------------------------------------------------------------------

The expenses for your Contract may be different than those shown in the charts
below depending upon which benefits, or combination of benefits (Bonuses and/or
GMIB), if any, you select.

    O The examples  below should not be considered a  representation  of past or
 future expenses. Actual expenses may be greater or less than those shown.

    O The $30  contract  maintenance  charge is  included  in the  examples as a
prorated  charge of $1. Since the average  Contract size is greater than $1,000,
the contract maintenance charge is reduced accordingly.

    O Premium taxes are not reflected in the tables. Premium taxes may apply.

    O  For  additional  information,   see  Section  5  --  "Expenses"  and  the
accompanying fund prospectuses.


You would pay the  following  expenses  on a $1,000  investment,  assuming  a 5%
annual  return on your money if you  surrender  your Contract at the end of each
time period:

   a) assuming you do not select any Bonus or GMIB;
   b) assuming you select the Immediate Bonus, the Loyalty Bonus and the GMIB.

                                                     1 YEAR           3 YEARS          5 YEARS          10 YEARS
---------------------------------------------------------------------------------------------------------------------------

<S>                                                   <C>              <C>              <C>               <C>
AIM V.I. Growth Fund                                 a) $84            a) $123         a) $158           a) $265
                                                     b) $__            b) $___         b) $___           b) $___

Alger American Growth Portfolio                      a) $84            a) $125         a) $161           a) $272
                                                     b) $__            b) $___         b) $___           b) $___

Alger American Leveraged AllCap Portfolio            a) $86            a) $129         a) $168           a) $286
                                                     b) $__            b) $___         b) $___           b) $___

Franklin Aggressive Growth Securities Fund,
  Class 1*                                           a) $83            a) $123         a) $157           a) $264
                                                     b) $__            b) $___         b) $___           b) $___

Franklin Global Communications Securities Fund,
  Class 1                                            a) $81            a) $117         a) $147           a) $243
                                                     b) $__            b) $___         b) $___           b) $___

Franklin Global Health Care Securities Fund,
  Class 1                                            a) $84            a) $126         a) $163           a) $275
                                                     b) $__            b) $___         b) $___           b) $___

Franklin Growth and Income Securities Fund,
  Class 1                                            a) $81            a) $116         a) $146           a) $241
                                                     b) $__            b) $___         b) $___           b) $___

Franklin High Income Fund, Class 1                   a) $82            a) $118         a) $148           a) $246
                                                     b) $__            b) $___         b) $___           b) $___

Franklin Income Securities Fund, Class 1             a) $81            a) $116         a) $146           a) $242
                                                     b) $__            b) $___         b) $___           b) $___

Franklin Large Cap Growth Securities Fund, Class 1   a) $84            a) $125         a) $160           a) $270
                                                     b) $__            b) $___         b) $___           b) $___

Franklin Money Market Fund, Class 1                  a) $82            a) $117         a) $148           a) $245
                                                     b) $__            b) $___         b) $___           b) $___

Franklin Natural Resources Securities Fund, Class 1  a) $83            a) $121         a) $154           a) $258
                                                     b) $__            b) $___         b) $___           b) $___

Franklin Real Estate Fund, Class 1                   a) $82            a) $119         a) $150           a) $250
                                                     b) $__            b) $___         b) $___           b) $___

Franklin Rising Dividends Securities Fund, Class 1   a) $84            a) $124         a) $159           a) $267
                                                     b) $__            b) $___         b) $___           b) $___

Franklin S&P 500 Index Fund, Class 1*                a) $82            a) $117         a) $148           a) $245
                                                     b) $__            b) $___         b) $___           b) $___

Franklin Small Cap Fund, Class 1                     a) $84            a) $126         a) $163           a) $275
                                                     b) $__            b) $___         b) $___           b) $___

Franklin Technology Securities Fund, Class 1*        a) $86            a) $129         a) $168           a) $286
                                                     b) $__            b) $___         b) $___           b) $___

Franklin U.S. Government Fund, Class 1               a) $81            a) $117         a) $147           a) $243
                                                     b) $__            b) $___         b) $___           b) $___

Franklin Value Securities Fund, Class 1              a) $84            a) $126         a) $162           a) $274
                                                     b) $__            b) $___         b) $___           b) $___

Franklin Zero Coupon Fund - 2000, Class 1            a) $83            a) $121         a) $154           a) $257
                                                     b) $__            b) $___         b) $___           b) $___

Franklin Zero Coupon Fund - 2005, Class 1            a) $83            a) $121         a) $154           a) $257
                                                     b) $__            b) $___         b) $___           b) $___

Franklin Zero Coupon Fund - 2010, Class 1            a) $83            a) $121         a) $154           a) $257
                                                     b) $__            b) $___         b) $___           b) $___

Mutual Discovery Securities Fund, Class 1            a) $86            a) $132         a) $172           a) $294
                                                     b) $__            b) $___         b) $___           b) $___

Mutual Shares Securities Fund, Class 1               a) $84            a) $125         a) $161           a) $272
                                                     b) $__            b) $___         b) $___           b) $___

Templeton Asset Strategy Fund, Class 1               a) $84            a) $125         a) $161           a) $271
                                                     b) $__            b) $___         b) $___           b) $___

Templeton Developing Markets Securities Fund,
  Class 1                                            a) $92            a) $148         a) $199           a) $346
                                                     b) $__            b) $___         b) $___           b) $___

Templeton Global Income Securities Fund, Class 1     a) $82            a) $117         a) $148           a) $245
                                                     b) $__            b) $___         b) $___           b) $___

Templeton Growth Securities Fund, Class 1            a) $85            a) $128         a) $166           a) $281
                                                     b) $__            b) $___         b) $___           b) $___

Templeton International Securities Fund, Class 1     a) $85            a) $128         a) $166           a) $281
                                                     b) $__            b) $___         b) $___           b) $___

Templeton International Smaller Companies Fund,
  Class 1                                            a) $87            a) $135         a) $177           a) $303
                                                     b) $__            b) $___         b) $___           b) $___

Templeton Pacific Growth Securities Fund, Class 1    a) $87            a) $134         a) $176           a) $300
                                                     b) $__            b) $___         b) $___           b) $___

USAllianz VIP Diversified Assets Fund*               a) $84            a) $124         a) $159           a) $267
                                                     b) $__            b) $___         b) $___           b) $___

USAllianz VIP Fixed Income Fund*                     a) $81            a) $116         a) $146           a) $242
                                                     b) $__            b) $___         b) $___           b) $___

USAllianz VIP Growth Fund*                           a) $83            a) $121         a) $154           a) $257
                                                     b) $__            b) $___         b) $___           b) $___

<FN>
*Estimated
</FN>
</TABLE>


<TABLE>
<CAPTION>

You would pay the  following  expenses  on a $1,000  investment,  assuming  a 5%
annual return on your money if your Contract is not surrendered:

   a) assuming you do not select any Bonus or GMIB;
   b) assuming you select the Immediate Bonus, the Loyalty Bonus and the GMIB.

                                                     1 YEAR           3 YEARS          5 YEARS         10 YEARS
---------------------------------------------------------------------------------------------------------------------------

<S>                                                   <C>              <C>              <C>             <C>
AIM V.I. Growth Fund                                 a) $24            a) $72          a) $124           a) $265
                                                     b) $__            b) $___         b) $___           b) $___

Alger American Growth Portfolio                      a) $24            a) $74          a) $127           a) $272
                                                     b) $__            b) $___         b) $___           b) $___

Alger American Leveraged AllCap Portfolio            a) $26            a) $78          a) $134           a) $286
                                                     b) $__            b) $___         b) $___           b) $___

Franklin Aggressive Growth Securities Fund,
  Class 1*                                           a) $23            a) $72          a) $123           a) $264
                                                     b) $__            b) $___         b) $___           b) $___

Franklin Global Communications Securities Fund,
  Class 1                                            a) $21            a) $66          a) $113           a) $243
                                                     b) $__            b) $___         b) $___           b) $___

Franklin Global Health Care Securities Fund,
  Class 1                                            a) $24            a) $75          a) $129           a) $275
                                                     b) $__            b) $___         b) $___           b) $___

Franklin Growth and Income Securities Fund, Class 1  a) $21            a) $65          a) $112           a) $241
                                                     b) $__            b) $___         b) $___           b) $___

Franklin High Income Fund, Class 1                   a) $22            a) $67          a) $114           a) $246
                                                     b) $__            b) $___         b) $___           b) $___

Franklin Income Securities Fund, Class 1             a) $21            a) $65          a) $112           a) $242
                                                     b) $__            b) $___         b) $___           b) $___

Franklin Large Cap Growth Securities Fund, Class 1   a) $24            a) $74          a) $126           a) $270
                                                     b) $__            b) $___         b) $___           b) $___

Franklin Money Market Fund, Class 1                  a) $22            a) $66          a) $114           a) $245
                                                     b) $__            b) $___         b) $___           b) $___

Franklin Natural Resources Securities Fund,
  Class 1                                            a) $23            a) $70          a) $120           a) $258
                                                     b) $__            b) $___         b) $___           b) $___

Franklin Real Estate Fund, Class 1                   a) $22            a) $68          a) $116           a) $250
                                                     b) $__            b) $___         b) $___           b) $___

Franklin Rising Dividends Securities Fund, Class 1   a) $22            a) $66          a) $114           a) $245
                                                     b) $__            b) $___         b) $___           b) $___

Franklin S&P 500 Index Fund, Class 1*                a) $26            a) $80          a) $137           a) $291
                                                     b) $__            b) $___         b) $___           b) $___

Franklin Small Cap Fund, Class 1                     a) $24            a) $75          a) $129           a) $275
                                                     b) $__            b) $___         b) $___           b) $___

Franklin Technology Securities Fund, Class 1         a) $26            a) $78          a) $134           a) $286
                                                     b) $__            b) $___         b) $___           b) $___

Franklin U.S. Government Fund, Class 1               a) $21            a) $66          a) $113           a) $243
                                                     b) $__            b) $___         b) $___           b) $___

Franklin Value Securities Fund, Class 1              a) $24            a) $75          a) $128           a) $274
                                                     b) $__            b) $___         b) $___           b) $___

Franklin Zero Coupon Fund - 2000, Class 1            a) $23            a) $70          a) $120           a) $257
                                                     b) $__            b) $___         b) $___           b) $___

Franklin Zero Coupon Fund - 2005, Class 1            a) $23            a) $70          a) $120           a) $257
                                                     b) $__            b) $___         b) $___           b) $___

Franklin Zero Coupon Fund - 2010, Class 1            a) $23            a) $70          a) $120           a) $257
                                                     b) $__            b) $___         b) $___           b) $___

Mutual Discovery Securities Fund, Class 1            a) $26            a) $81          a) $138           a) $294
                                                     b) $__            b) $___         b) $___           b) $___

Mutual Shares Securities Fund, Class 1               a) $24            a) $74          a) $127           a) $272
                                                     b) $__            b) $___         b) $___           b) $___

Templeton Asset Strategy Fund, Class 1               a) $24            a) $74          a) $127           a) $271
                                                     b) $__            b) $___         b) $___           b) $___

Templeton Developing Markets Securities Fund,
  Class 1                                            a) $32            a) $97          a) $165           a) $346
                                                     b) $__            b) $___         b) $___           b) $___

Templeton Global Income Securities Fund, Class 1     a) $22            a) $66          a) $114           a) $245
                                                     b) $__            b) $___         b) $___           b) $___

Templeton Growth Securities Fund, Class 1            a) $25            a) $77          a) $132           a) $281
                                                     b) $__            b) $___         b) $___           b) $___

Templeton International Securities Fund, Class 1     a) $25            a) $77          a) $132           a) $281
                                                     b) $__            b) $___         b) $___           b) $___

Templeton International Smaller Companies Fund,
  Class 1                                            a) $27            a) $84          a) $143           a) $303
                                                     b) $__            b) $___         b) $___           b) $___

Templeton Pacific Growth Securities Fund, Class 1    a) $27            a) $83          a) $142           a) $300
                                                     b) $__            b) $___         b) $___           b) $___

USAllianz VIP Diversified Assets Fund*               a) $24            a) $73          a) $125           a) $267
                                                     b) $__            b) $___         b) $___           b) $___

USAllianz VIP Fixed Income Fund*                     a) $21            a) $65          a) $112           a) $242
                                                     b) $__            b) $___         b) $___           b) $___

USAllianz VIP Growth Fund*                           a) $23            a) $70          a) $120           a) $257
                                                     b) $__            b) $___         b) $___           b) $___

<FN>
*Estimated
</FN>
</TABLE>


SEE THE APPENDIX FOR ACCUMULATION UNIT VALUES - CONDENSED FINANCIAL INFORMATION.


<PAGE>


1. The Valuemark IV
Variable Annuity Contract
-------------------------------------------------------------------------------

This  prospectus  describes a variable  deferred  annuity  contract with a Fixed
Account offered by Allianz Life.

An annuity is a Contract  between you, the owner,  and an insurance  company (in
this case Allianz  Life),  where the insurance  company  promises to pay you (or
someone else you choose) an income, in the form of Annuity Payments. The Annuity
Payments  must  begin on a  designated  date  that is at least  two years in the
future. Until you decide to begin receiving Annuity Payments, your annuity is in
the Accumulation Phase. Once you begin receiving Annuity Payments, your Contract
switches to the Payout Phase.

The Contract  benefits  from Tax Deferral.  Tax Deferral  means that you are not
taxed on any earnings or  appreciation  on the assets in your Contract until you
take money out of your Contract.

Your  investment  choices  include  Variable  Options  and the Fixed  Account of
Allianz Life. The Contract is called a variable  annuity  because you can choose
among the Variable Options and, depending upon market  conditions,  you can make
or lose  money  in the  Contract  based  on the  investment  performance  of the
Portfolios.  The Portfolios are designed to offer a better return than the Fixed
Account.  However,  this is not guaranteed.  The amount of money you are able to
accumulate in your Contract during the Accumulation  Phase depends in large part
upon the investment  performance of the Portfolio(s)  you select.  The amount of
the Annuity  Payments you receive  during the Payout Phase of the Contract  also
depends in large part upon the  investment  performance  of the  Portfolios  you
select for the Payout Phase.

The Contract also contains a Fixed Account. The Fixed Account offers an interest
rate that is  guaranteed by Allianz Life for all deposits made within the twelve
month period.  Your initial  interest rate is set on the date when your money is
invested  in the Fixed  Account  and  remains  effective  for one year.  Initial
interest rates are declared  monthly.  Allianz Life guarantees that the interest
credited to the Fixed  Account will not be less than 3% per year.  If you select
the Fixed  Account,  your money will be placed  with the other  general  account
assets of Allianz  Life.  Allianz Life may change the terms of the Fixed Account
in the future - please contact Allianz Life for the most current terms.

If you select the Fixed Account,  the amount of money you are able to accumulate
in your Contract during the  Accumulation  Phase depends upon the total interest
credited to your Contract.

We will not make any changes to your Contract without your permission  except as
may be required by law.

CONTRACT OWNER

You, as the Contract Owner, have all the rights under the Contract. The Contract
Owner is as designated at the time the Contract is issued,  unless changed.  You
may change Contract Owners at any time. This may be a taxable event.  You should
consult with your tax adviser before doing this.

JOINT OWNER

The Contract can be owned by Joint Owners. Any Joint Owner must be the spouse of
the other Contract Owner (except in Pennsylvania,  Oregon and New Jersey).  Upon
the  death  of  either  Joint  Owner,  the  surviving  Joint  Owner  will be the
designated  Beneficiary.  Any  other  Beneficiary  designation  at the  time the
Contract  was  issued or as may have been  later  changed  will be  treated as a
contingent Beneficiary unless otherwise indicated.

ANNUITANT

The Annuitant is the natural person on whose life we base Annuity Payments.  You
name the  Annuitant.  You may change the Annuitant at any time before the Income
Date  unless  the  Contract  is  owned  by  a  non-individual  (for  example,  a
corporation).

BENEFICIARY

The  Beneficiary  is the  person(s)  or  entity  you name to  receive  any death
benefit.  The  Beneficiary  is named at the time the  Contract is issued  unless
changed at a later date.  Unless an irrevocable  Beneficiary has been named, you
can change the Beneficiary or contingent Beneficiary.

ASSIGNMENT

You can  transfer  ownership  (assign)  of the  Contract at any time during your
lifetime.  Allianz  Life will not be bound by the  assignment  until it receives
written  notice of the  assignment.  Allianz  Life  will not be  liable  for any
payment  or other  action it takes in  accordance  with the  Contract  before it
receives notice of the  assignment.  Any assignment made after the death benefit
has become  payable can only be done with our consent.  AN  ASSIGNMENT  MAY BE A
TAXABLE EVENT.

If the  Contract is issued  pursuant to a Qualified  plan,  you may be unable to
assign the Contract.


2. Annuity Payments (The Payout Phase)
-------------------------------------------------------------------------------
Income Date

You can receive  regular  monthly income  payments under your Contract.  You can
choose the month and year in which those payments  begin.  We call that date the
Income Date. Your Income Date must be the first day of a calendar month and must
be at  least  2 years  after  you buy the  Contract.  If you  select  one of the
Guaranteed  Minimum Income Benefits  (GMIB),  your Income Date must be within 30
days  following  a  Contract   anniversary   beginning  with  the  7th  Contract
anniversary (and certain other conditions must be met).

We ask you to choose your Income Date when you  purchase the  Contract.  You can
change it at any time before the Income Date with 30 days notice to us.  Annuity
Payments  must begin by the  Annuitant's  85th  birthday or 10 years (5 years in
Pennsylvania)  from the date the Contract was issued,  whichever is later.  This
limitation  may not apply when the Contract is issued to a charitable  remainder
trust.

Annuity Payments

You may elect to receive your  Annuity  Payments as a variable  payout,  a fixed
payout,  or a  combination  of both.  Under a fixed  payout,  all of the Annuity
Payments will be the same dollar amount  (equal  installments).  If you choose a
variable payout, you can select from the available  Variable Options.  If you do
not tell us otherwise,  your Annuity  Payments  will be based on the  investment
allocations that were in place on the Income Date.

If you  choose  to have  any  portion  of your  Annuity  Payments  based  on the
investment  performance  of the Variable  Option(s),  the dollar  amount of your
payments will depend upon three things:

1) the value of your Contract in the Variable Option(s) on the Income Date;

2) the 5% assumed  investment  rate used in the annuity  table for the Contract;
and

3) the performance of the Variable Option(s) you selected.

If the actual  performance  exceeds the 5% assumed investment rate, your Annuity
Payments  will  increase.  Similarly,  if the actual  rate is less than 5%, your
Annuity Payments will decrease.

You (or someone you  designate)  will  receive  the Annuity  Payments.  You will
receive tax reporting on those payments.

GUARANTEED MINIMUM INCOME BENEFITS

If you  purchase  the  Contract  on or after  _________,  2000,  at the time you
purchase  the  Contract,  you can select a  Guaranteed  Minimum  Income  Benefit
(GMIB).  Once you select a GMIB, it cannot be changed.  You must be younger than
74 years old to elect a GMIB.  There are two GMIB options  (Option 1 and 2). The
GMIB will  match the death  benefit  option you  select  (see  Section 9 - Death
Benefits).  The mortality and expense risk charge is higher for Contracts with a
GMIB.

The  GMIB  may not be  available  in your  state.  Check  with  your  registered
representative regarding availability.

The guaranteed  minimum income  benefits are described  below and may be used in
determining  the amount of each  Annuity  Payment you receive  during the Payout
Phase.  The GMIB can be used with any fixed Annuity  Option  provided for in the
Contract and provides for guaranteed  minimum Annuity Payments during the Payout
Phase. The GMIB will apply only under the following circumstances:

     Your  Income date must be within 30 days  following a Contract  anniversary
beginning with the 7th Contract anniversary;

     Annuity Payments can only be made under a fixed annuity payout  (regardless
of the Annuity Option you select); and

     If you choose an Annuity  Option  involving  a period  certain,  the period
certain must be for at least 10 years.

If Joint Owners are named,  the age of the oldest Contract Owner will be used to
determine  the GMIB  value.  If a  non-natural  person  owns the  Contract,  the
Contract Owner means the Annuitant.

GMIB OPTION 1

The  guaranteed  fixed annuity rates in the Contract will be applied to the GMIB
Value.

The GMIB Value is:

A.   Prior to the first Contract anniversary:  the GMIB is equal to the Purchase
     Payments you have made, less any withdrawals and contingent  deferred sales
     charges paid on such withdrawals.

B.   From the first  Contract  anniversary  to your 81st birthday and before the
     date of death, the GMIB Value is the greater of (1) or (2) below:

   1.  5% Increase

         Purchase Payments you have made,
         less any withdrawals and any contingent deferred sales charges paid
         on such withdrawals,
         plus 5% on each Contract anniversary.

   2.  Highest 6th Year Anniversary Value
         highest Contract value on any sixth year Contract anniversary,
         plus any Purchase Payments made since that Contract anniversary,
         less any withdrawals since that Contract anniversary and any
         contingent deferred sales charges paid on the withdrawals.

      Contract anniversaries occurring on or after your 81st birthday or date
      of death will not be taken into consideration in determining this benefit.

C.   After your 81st birthday, the GMIB Value determined as of the last Contract
     anniversary  prior to your 81st  birthday will be increased by any Purchase
     Payments you made since such Contract anniversary, less any withdrawals and
     contingent  deferred  sales  charges  paid on such  withdrawals  since such
     anniversary.

GMIB Option 2

The  guaranteed  fixed annuity rates in the Contract will be applied to the GMIB
Value.

The GMIB Value is equal to the greater of:

     Purchase  Payments you have made,  less any  withdrawals and any contingent
deferred sales charges paid on the withdrawals, or

     The greatest anniversary value. The "anniversary value" is the value of the
Contract on a Contract anniversary, increased by Purchase Payments you have made
since that  anniversary  and  decreased by any  withdrawals  and any  contingent
deferred sales charges paid on the surrenders  since that  anniversary.  Allianz
Life will not take into consideration any Contract  anniversaries which occur on
or after your 81st birthday or date of death in determining this benefit.

ANNUITY OPTIONS

You can choose among income plans. We call them Annuity Options.  You can choose
one of the following  Annuity  Options or any other Annuity  Option you want and
that Allianz Life agrees to provide.  After Annuity  Payments begin,  you cannot
change the Annuity Option.

If you do not choose an Annuity  Option prior to the Income Date, we will assume
that you selected  Option 2 which provides a life annuity with 5 years (10 years
of you select the GMIB) of guaranteed payments.

OPTION 1. LIFE ANNUITY. Under this option, we will make monthly Annuity Payments
so long as the  Annuitant is alive.  After the  Annuitant  dies,  we stop making
Annuity Payments.

OPTION 2. LIFE ANNUITY WITH 5, 10, 15 OR 20 YEAR PAYMENTS GUARANTEED. Under this
option, we will make monthly Annuity Payments so long as the Annuitant is alive.
However, if the Annuitant dies before the end of the selected guaranteed period,
we will  continue to make  Annuity  Payments to you or any person you choose for
the  rest  of the  guaranteed  period.  If you do not  want to  receive  Annuity
Payments after the Annuitant's death, you can ask us for a single lump sum.

OPTION 3.  JOINT AND LAST  SURVIVOR  ANNUITY.  Under this  option,  we will make
monthly  Annuity  Payments  during the joint  lifetime of the  Annuitant and the
joint Annuitant. When the Annuitant dies, if the joint Annuitant is still alive,
we will  continue  to make  Annuity  Payments  so  long as the  joint  Annuitant
continues to live. The amount of the Annuity Payments we will make to you can be
equal to 100%, 75% or 50% of the amount that was being paid when both Annuitants
were  alive.  The  monthly  Annuity  Payments  will end when the last  surviving
Annuitant dies.

OPTION 4. JOINT AND LAST  SURVIVOR  ANNUITY  WITH 5, 10, 15 OR 20 YEAR  PAYMENTS
GUARANTEED.  Under this option, we will make monthly Annuity Payments during the
joint  lifetime of the  Annuitant  and the joint  Annuitant.  When the Annuitant
dies,  if the joint  Annuitant is still alive,  we will continue to make Annuity
Payments,  so long as the surviving  Annuitant continues to live, at 100% of the
amount that was being paid when both were alive. If, when the last death occurs,
we have made Annuity Payments for less than the selected  guaranteed  period, we
will  continue to make Annuity  Payments to you or any person you choose for the
rest of the guaranteed  period.  If you do not want to receive Annuity  Payments
after the Annuitant's death, you can ask us for a single lump sum.

OPTION 5. REFUND LIFE ANNUITY.  Under this option,  we will make monthly Annuity
Payments during the Annuitant's lifetime.  The last Annuity Payment will be made
before the Annuitant dies and if the value of the Annuity  Payments made is less
than the value applied to the Annuity Option,  then you will receive a refund as
set forth in the Contract.


3.   PURCHASE
--------------------------------------------------------------------------------

PURCHASE PAYMENTS

A  Purchase  Payment  is the money you invest in the  Contract.  Generally,  the
minimum  payment  Allianz Life will accept is $5,000 when the Contract is bought
as a  Non-Qualified  Contract.  If you enroll in the Automatic  Investment  Plan
(which is described  below),  your  Purchase  Payment can be $2,000.  If you are
buying the Contract as part of an IRA (Individual Retirement Annuity), 401(k) or
other Qualified  plan, the minimum amount we will accept is $2,000.  The maximum
amount we will  accept  without our prior  approval is $1 million.  You can make
additional Purchase Payments of $250 (or as low as $100 if you have selected the
Automatic Investment Plan) or more to either type of Contract. Allianz Life may,
at its sole discretion,  waive the minimum payment requirements.  We reserve the
right to decline any Purchase  Payments.  At the time you buy the Contract,  you
and the Annuitant cannot be older than 85 years old.

This product is not designed for professional market timing organizations, other
entities, or persons using programmed, large or frequent transfers.

AUTOMATIC INVESTMENT PLAN

The  Automatic  Investment  Plan  (AIP) is a program  which  allows  you to make
additional Purchase Payments to your Contract on a monthly or quarterly basis by
electronic  transfer of monies from your  savings or checking  account.  You may
participate in this program by completing the appropriate  form. We must receive
your form by the first of the month in order for AIP to begin  that same  month.
Investments  will take place on the 20th of the month, or the next business day.
The minimum  investment that can be made by AIP is $100. You may stop AIP at any
time you want. We need to be notified by the first of the month in order to stop
or change AIP that month.  If AIP is used for a Qualified  Contract,  you should
consult your tax adviser for advice regarding maximum contributions.

BONUSES

If you  purchase the Contract on or after  _________,  2000,  you may select the
Immediate Bonus, or the Loyalty Bonus or both. You must be younger than 70 years
old at the time we issue the Contract to elect a Bonus.

One or both  Bonuses  may  not be  available  in your  state.  Check  with  your
registered representative regarding availability.

Immediate Bonus

You can only select the Immediate Bonus at the time you buy the Contract. If you
select the Immediate  Bonus,  Allianz Life will credit each Purchase Payment you
make, within the first 6 months after it issues your Contract (issue date), with
a Bonus equal to 3.5% of the Purchase Payment. The Bonus will be credited at the
time the Purchase Payment is credited to the Contract.

If you die before the first Contract  anniversary  from the issue date,  Allianz
Life will  take back the Bonus  amounts  before  calculating  the death  benefit
amount.  If your  surviving  spouse  elects to continue the Contract  instead of
electing to be paid under a death  benefit  option,  Allianz  Life will not take
back the Bonus.  In addition,  if you revoke the  Contract  during the free look
period, Allianz Life will take back the Bonus.

Loyalty Bonus

You  can  select  the  Loyalty  Bonus  at  any  time  before  the  7th  Contract
anniversary.  If  you  select  the  Loyalty  Bonus  prior  to the  7th  Contract
anniversary,  on the 7th Contract anniversary,  Allianz Life will credit a Bonus
equal to 3.25% of the Contract value. The Bonus will vest 5 years after the date
it is credited to your Contract. If you make a full surrender, partial surrender
or apply your  Contract  value to an Annuity  Option  during the 5 year  period,
Allianz Life will take back the Loyalty Bonus.  Partial surrenders during this 5
year period will reduce the Bonus amount by the amount of Bonus  attributable to
the amount  surrendered  (pro- rata).  In the case of a death benefit during the
Accumulation  Phase,  the Loyalty Bonus will be fully vested if the death occurs
more than 12 completed  months after the 7th  Contract  anniversary.  If you die
within the first 12 months from the 7th Contract anniversary,  Allianz Life will
take back the Loyalty Bonus before calculating the death benefit amount. If your
surviving  spouse elects to continue the Contract instead of electing to be paid
under a death benefit option, Allianz Life will not take back the Loyalty Bonus.

General Provisions Applicable to the Bonuses

All bonus  amounts  and any gains and losses  attributable  to such  amounts are
treated as earnings under the Contract. All gains and losses attributable to any
Bonus are part of your  Contract  value and will  never be taken back by Allianz
Life.

All Bonus amounts are paid from the general account assets of Allianz Life.

Contract charges are deducted from the total value of your Contract.  Therefore,
your  Contract  incurs  expenses  on the  total  value of your  Contract,  which
includes any Bonus amounts. Under certain  circumstances,  Allianz Life may take
back the Bonus.  Since charges will have been assessed against the higher amount
(Purchase  Payment/Contract  value plus any  Bonus),  it is  possible  that upon
surrender,  particularly in a declining market, you will receive back less money
than  you  would  have if you had not  received  the  Loyalty  Bonus  or had not
purchased a Bonus Contract.  We expect to profit from certain  charges  assessed
under the Contract (i.e., the contingent deferred sales charge and the mortality
and expense risk charge) associated with the Bonus.

Allianz  Life has  applied to the  Securities  and  Exchange  Commission  for an
exemption from certain  provisions of the Investment Company Act of 1940 so that
it can take back Bonus amounts applied to a Contract,  as described above. Until
such time as it receives  approval of its exemptive  request,  Allianz Life will
not take back any Bonus amounts.

ALLOCATION OF PURCHASE PAYMENTS

When you purchase a Contract,  we will allocate  your  Purchase  Payment and any
Bonus  amounts to the Fixed Account  and/or one or more of the Variable  Options
you  have  selected.  We ask that  you  allocate  your  money  in  either  whole
percentages  or round  dollars.  The Fixed  Account may not be available in your
state (check with your registered  representative).  Transfers do not change the
allocation  instructions  for  payments.  You can  instruct  us how to  allocate
additional  Purchase  Payments  you make and any  Bonus  amounts.  If you do not
instruct us, we will allocate them in the same way as your previous instructions
to us. You may change the allocation of future payments  without fee, penalty or
other charge upon  written  notice or telephone  instructions  to the  USAllianz
Service Center.

A change will be  effective  for  payments  received on or after we receive your
notice or  instructions.  Allianz Life reserves the right to limit the number of
Variable Options that you may invest in at one time.  Currently,  you may invest
in 10  investment  choices at any one time (which  includes  any of the Variable
Options listed in Section 4 and the Allianz Life Fixed  Account).  We may change
this in the future. However, we will always allow you to invest in at least five
Variable Options.

Once we receive your  Purchase  Payment and the necessary  information,  we will
issue your Contract and allocate your first Purchase  Payment and any applicable
Immediate  Bonus  within  2  business  days.  If you do not  give  us all of the
information we need, we will contact you or your  registered  representative  to
get it. If for some  reason we are  unable to  complete  this  process  within 5
business  days,  we will either send back your money or get your  permission  to
keep it until we get all of the necessary  information.  If you make  additional
Purchase  Payments,  we will credit these  amounts to your  Contract  within one
business day. Our business day closes when the New York Stock  Exchange  closes,
which is usually at 4:00 p.m. Eastern time.

FREE LOOK

If you change your mind about owning the  Contract,  you can cancel it within 10
days after receiving it (or the period required in your state).  When you cancel
the Contract within this time period,  Allianz Life will not assess a contingent
deferred sales charge.  You will receive back whatever your Contract is worth on
the day we receive your request (less the Immediate  Bonus, if  applicable).  In
certain  states,  or if you have  purchased  the  Contract  as an IRA, we may be
required  to give you back your  Purchase  Payment if you decide to cancel  your
Contract  within 10 days after  receiving it (or whatever  period is required in
your state).  If that is the case, we reserve the right to allocate your initial
Purchase  Payment to the Franklin Money Market Fund for 15 days after we receive
it. (In some states,  the period may be longer.) At the end of that  period,  we
will  re-allocate  your  money  as you  selected.  Currently,  however,  we will
directly allocate your money to the Variable Options and/or the Fixed Account as
you have selected.


ACCUMULATION UNITS

The value of the portion of your Contract allocated to the Variable Options will
go up or down based upon the investment  performance  of the Variable  Option(s)
you choose.  The value of your  Contract will also depend on the expenses of the
Contract.  In  order  to keep  track of the  value  of your  Contract,  we use a
measurement  called  an  Accumulation  Unit  (which  is like a share of a mutual
fund). During the Payout Phase of the Contract we call it an Annuity Unit.

Every  business  day we  determine  the value of an  Accumulation  Unit for each
Variable  Option by  multiplying  the  Accumulation  Unit value for the previous
period by a factor for the current period. The factor is determined by:

1)  dividing  the value of a Portfolio  at the end of the current  period by the
value of a Portfolio for the previous period; and

2) multiplying it by one minus the daily amount of the insurance charges and any
charges for taxes.

The value of an Accumulation Unit may go up or down from day to day.

When you make a Purchase  Payment,  we credit your  Contract  with  Accumulation
Units for any  portion  of your  Purchase  Payment  (and any  applicable  Bonus)
allocated to a Variable Option.  The number of Accumulation Units we credit your
Contract with is determined by dividing the amount of the Purchase  Payment (and
any  applicable  Bonus)  allocated  to a  Variable  Option  by the  value of the
corresponding Accumulation Unit.

We  calculate  the value of each  Accumulation  Unit  after  the New York  Stock
Exchange closes each day and then credit your Contract.

EXAMPLE:

On Wednesday we receive an additional  Purchase Payment of $3,000 from you (plus
we add $105 Bonus  amount,  assuming you made the  additional  Purchase  Payment
within 6 months after you bought the Contract and select the  Immediate  Bonus).
You  have  told  us you  want  this  to go to the  Franklin  Growth  and  Income
Securities  Fund. When the New York Stock Exchange closes on that Wednesday,  we
determine that the value of an  Accumulation  Unit based on an investment in the
Franklin Growth and Income  Securities Fund is $12.50.  We then divide $3,105 by
$12.50 and credit your  Contract  on  Wednesday  night with 248.40  Accumulation
Units.

4.INVESTMENT OPTIONS
--------------------------------------------------------------------------------

The Contract offers Variable Options, which invest in Portfolios of AIM Variable
Insurance Funds, The Alger American Fund,  Franklin Templeton Variable Insurance
Products Trust, and USAllianz  Variable  Insurance  Products Trust. The Contract
also  offers a Fixed  Account  of Allianz  Life.  Additional  Portfolios  may be
available in the future.

You should read the fund  prospectuses  (which are attached to this  prospectus)
carefully before investing.

AIM Variable  Insurance  Funds,  The Alger  American  Fund,  Franklin  Templeton
Variable  Insurance  Products Trust and USAllianz  Variable  Insurance  Products
Trust  are the  funds  underlying  your  Contract.  Each  Portfolio  has its own
investment objective.


Franklin  Templeton  Variable  Insurance  Products  Trust  (formerly,   Franklin
Valuemark  Funds)  issues  two  classes  of shares  which are  described  in the
attached  prospectus for Franklin  Templeton  Variable Insurance Products Trust.
Only Class 1 shares are available in connection  with your  Contract.  Effective
May 1, 2000 the funds of  Templeton  Variable  Products  Series Fund were merged
into similar funds of Franklin Templeton Variable Insurance Products Trust.

Investment  advisers for each Portfolio are listed in the table below and are as
follows: A I M Advisors,  Inc., Allianz of America, Inc., Fred Alger Management,
Inc., Franklin Advisers,  Inc., Franklin Advisory Services, LLC, Franklin Mutual
Advisers,  LLC,  Templeton  Asset  Management  Ltd.,  Templeton  Global Advisors
Limited, and Templeton  Investment Counsel,  Inc. Certain advisers have retained
one or more subadvisers to help them manage the Portfolios.

The investment  objectives and policies of certain Portfolios are similar to the
investment  objectives  and  policies of other  mutual funds that certain of the
investment advisers manage. Although the objectives and policies may be similar,
the investment results of the Portfolios may be higher or lower than the results
of such other mutual funds. The investment  advisers cannot guarantee,  and make
no  representation,  that  the  investment  results  of  similar  funds  will be
comparable  even though the  Portfolios  have the same  investment  advisers.  A
Portfolio's  performance  may be affected by risks  specific to certain types of
investments, such as foreign securities, derivative investments,  non-investment
grade  debt  securities,  initial  public  offerings  (IPOs) or  companies  with
relatively small market  capitalizations.  IPOs and other investment  techniques
may have a magnified  performance impact on a Portfolio with a small asset base.
A Portfolio may not experience similar performance as its assets grow.

<TABLE>
<CAPTION>

The following is a list of the Portfolios  available  under the Contract and the
investment adviser for each Portfolio:

                                                                       INVESTMENT
AVAILABLE PORTFOLIOS                                                   ADVISERS
---------------------------------------------------------------------------------------------------------------------------

<S>                                                                  <C>
AIM VARIABLE INSURANCE FUNDS:

AIM V.I. Growth Fund                                                  A I M Advisors, Inc.

THE ALGER AMERICAN FUND:

Alger American Growth Portfolio                                       Fred Alger Management, Inc.

Alger American Leveraged AllCap Portfolio                             Fred Alger Management, Inc.

    (seeks long term capital appreciation)

FRANKLIN TEMPLETON VARIABLE

INSURANCE PRODUCTS TRUST:

Franklin Aggressive Growth Securities Fund                            Franklin Advisers, Inc.

Franklin Global Communications Securities Fund*                       Franklin Advisers, Inc.

Franklin Global Health Care Securities Fund                           Franklin Advisers, Inc.

Franklin Growth and Income Securities Fund*                           Franklin Advisers, Inc.

Franklin High Income Fund                                             Franklin Advisers, Inc.

Franklin Income Securities Fund                                       Franklin Advisers, Inc.

Franklin Large Cap Growth Securities Fund*                            Franklin Advisers, Inc.

Franklin Money Market Fund                                            Franklin Advisers, Inc.

Franklin Natural Resources Securities Fund                            Franklin Advisers, Inc.

Franklin Real Estate Fund*                                            Franklin Advisers, Inc.

Franklin Rising Dividends Securities Fund*                            Franklin Advisory Services, LLC

Franklin S&P 500 Index Fund                                           Franklin Advisers, Inc.

Franklin Small Cap Fund                                               Franklin Advisers, Inc.

Franklin Technology Securities Fund                                   Franklin Advisers, Inc.

Franklin U.S. Government Fund*                                        Franklin Advisers, Inc.

Franklin Value Securities Fund                                        Franklin Advisory Services, LLC

Franklin Zero Coupon Funds - 2000, 2005 and 2010                      Franklin Advisers, Inc.

Mutual Discovery Securities Fund(capital appreciation)                Franklin Mutual Advisers, LLC

Mutual Shares Securities Fund                                         Franklin Mutual Advisers, LLC

    (capital appreciation with income as a secondary goal)

Templeton Asset Strategy Fund*                                        Templeton Investment Counsel, Inc.

Templeton Developing Markets Securities Fund*                         Templeton Asset Management Ltd.

Templeton Global Income Securities Fund                               Franklin Advisers, Inc.

Templeton Growth Securities Fund*                                     Templeton Global Advisors Limited

Templeton International Securities Fund*                              Templeton Investment Counsel, Inc.

Templeton International Smaller Companies Fund                        Templeton Investment Counsel, Inc.

Templeton Pacific Growth Securities Fund*                             Franklin Advisers, Inc.

USALLIANZ VARIABLE INSURANCE

PRODUCTS TRUST:

USAllianz VIP Diversified Assets Fund                                 Allianz of America, Inc.

USAllianz VIP Fixed Income Fund                                       Allianz of America, Inc.

USAllianz VIP Growth Fund                                             Allianz of America, Inc.

</TABLE>

THE FRANKLIN ZERO COUPON  FUND-2000  WILL MATURE  DECEMBER 15, 2000. If you have
not made a selection  prior to the maturity  date of the Zero Coupon  Fund-2000,
the Contract  Value held in the Zero Coupon Fund 2000  underlying  your Contract
will be  automatically  transferred  to the Franklin  Money Market Fund. We will
notify you of a maturing  Zero  Coupon Fund in writing at least 30 days prior to
the  maturity.  Included  with  the  notification  will  be  investment  options
available at that time as well as the automatic Money Market option.


Shares of the  Portfolios  may be offered in  connection  with certain  variable
annuity  contracts and variable  life  insurance  policies of various  insurance
companies  which  may or may  not  be  affiliated  with  Allianz  Life.  Certain
Portfolios may also be sold directly to qualified plans. The investment advisers
believe that offering their shares in this manner will not be disadvantageous to
you.

Allianz Life may enter into certain arrangements under which it is reimbursed by
the funds'  advisers,  distributors  and/or  affiliates  for the  administrative
services which it provides to the Portfolios.

TRANSFERS

You can transfer  money among the  Variable  Options  and/or the Fixed  Account.
Allianz Life currently  allows you to make as many transfers as you want to each
year. Allianz Life may change this practice in the future. However, this product
is not designed for  professional  market timing  organizations or other persons
using programmed,  large, or frequent transfers. Such activity may be disruptive
to a  Portfolio.  We reserve the right to reject any specific  Purchase  Payment
allocation or transfer  request from any person,  if in the Portfolio  manager's
judgment,  a Portfolio would be unable to invest  effectively in accordance with
its  investment  objectives  and policies,  or would  otherwise  potentially  be
adversely affected.

Your Contract  provides that you can make 3 transfers every year without charge.
However,  currently  Allianz Life  permits you to make 12  transfers  every year
without charge. We measure a year from the anniversary of the day we issued your
Contract.  You can make a transfer  to or from the Fixed  Account and to or from
any Variable  Option.  If you make more than 12 transfers in a year,  there is a
transfer fee deducted. The fee is $25 per transfer or, if less, 2% of the amount
transferred. The following applies to any transfer:

1) The minimum  amount  which you can transfer is $1,000 ($500 in New Jersey) or
your  entire  value in the  Variable  Option  or Fixed  Account,  if less.  This
requirement  is waived if the  transfer  is in  connection  with the Dollar Cost
Averaging Program or Flexible Rebalancing (which are described below).

2) We may not allow you to make transfers during the free look period.

3) Your request for a transfer  must clearly state which  Variable  Option(s) or
the Fixed Account is involved in the transfer.

4) Your request for a transfer must clearly state how much the transfer is for.

5) You cannot make any  transfers  within 7 calendar days prior to the date your
first Annuity Payment is due.

6) During the Payout  Phase,  you may not make a transfer  from a fixed  Annuity
Option to a variable Annuity Option.

7) During the Payout  Phase,  you can make at least one transfer from a variable
Annuity Option to a fixed Annuity Option.

Allianz Life has reserved the right to modify the transfer provisions subject to
the guarantees described above and subject to applicable state law.

You can make transfers by telephone.  We may allow you to authorize someone else
to make  transfers by telephone on your behalf.  If you own the Contract  with a
Joint  Owner,  unless  you  instruct  Allianz  Life  otherwise,  we will  accept
instructions from either one of you. Allianz Life will use reasonable procedures
to confirm that instructions given to us by telephone are genuine.  If we do not
use such  procedures,  we may be liable for any losses  due to  unauthorized  or
fraudulent instructions. Allianz Life tape records all telephone instructions.

DOLLAR COST AVERAGING PROGRAM

The Dollar Cost Averaging  Program allows you to  systematically  transfer a set
amount of money each month or quarter from any one Variable  Option or the Fixed
Account to up to eight of the other Variable Options.

The Variable  Option(s) you transfer from may not be the Variable  Option(s) you
transfer to in this  program.  By  allocating  amounts on a regularly  scheduled
basis, as opposed to allocating the total amount at one particular time, you may
be less susceptible to the impact of market  fluctuations.   You  may  only
participate  in  this  program  during  the Accumulation Phase.


If you choose to participate in this program,  you must participate for at least
six  months  (or two  quarters)  and must  transfer  at least $500 each time (or
$1,500 each quarter).  Your  allocations  can be in whole  percentages or dollar
amounts.  You may elect this  program by  properly  completing  the Dollar  Cost
Averaging forms provided by Allianz Life.

All Dollar Cost  Averaging  transfers  will be made on the 10th day of the month
unless that day is not a business  day. If it is not,  then the transfer will be
made the next business day.

Your participation in the program will end when any of the following occurs:

1)  the number of desired transfers have been made;

2) you do not have enough money in the Variable  Option(s) or the Fixed  Account
to make the  transfer  (if less money is  available,  that amount will be dollar
cost averaged and the program will end);

3) you request to terminate  the program (your request must be received by us by
the first of the month to terminate that month); or

4)  the Contract is terminated.

If you  participate  in the Dollar Cost  Averaging  Program,  the transfers made
under the  program  are not  currently  taken into  account in  determining  any
transfer fee. You may not  participate in the Dollar Cost Averaging  Program and
Flexible Rebalancing at the same time.

FLEXIBLE  REBALANCING


Once your money has been invested,  the performance of the Variable  Options may
cause your chosen allocation to shift.  Flexible Rebalancing is designed to help
you maintain your specified allocation mix among the different Variable Options.
You can direct us to readjust your Contract value on a quarterly, semi-annual or
annual basis to return to your original  Variable Option  allocations.  Flexible
Rebalancing  transfers will be made on the 20th day of the month unless that day
is not a  business  day.  If it is not,  then the  transfer  will be made on the
previous day. If you  participate  in Flexible  Rebalancing,  the transfers made
under the  program  are not  currently  taken into  account in  determining  any
transfer  fee.  The  Fixed  Account  is not  permitted  to be part  of  Flexible
Rebalancing.


VOTING PRIVILEGES

Allianz  Life is the  legal  owner  of the  Portfolio  shares.  However,  when a
Portfolio  solicits proxies in conjunction with a shareholder vote which affects
your investment,  Allianz Life will obtain from you and other affected  Contract
Owners  instructions  as to how to vote  those  shares.  When we  receive  those
instructions,  we will  vote all of the  shares  we own in  proportion  to those
instructions.  This will also  include any shares that  Allianz Life owns on its
own behalf.  Should  Allianz  Life  determine  that it is no longer  required to
comply with the above, we will vote the shares in our own right.

SUBSTITUTION

Allianz Life may substitute  one of the Variable  Options you have selected with
another Variable Option.  We would not do this without the prior approval of the
Securities and Exchange Commission.  We will give you notice of our intention to
do this.  We may also limit further  investment in a Variable  Option if we deem
the investment inappropriate.

5.   EXPENSES
--------------------------------------------------------------------------------

There are charges and other  expenses  associated  with the  Contract  that will
reduce your investment return. These charges and expenses are:

INSURANCE CHARGES

Each day, Allianz Life makes a deduction for its insurance charges. Allianz Life
does this as part of its calculation of the value of the Accumulation  Units and
the value of the Annuity Units. The insurance charge has two parts:

1) the mortality and expense risk charge, and

2) the administrative charge.

MORTALITY AND EXPENSE RISK CHARGE.  The amount of the mortality and expense risk
charge  depends on whether  you select the  Immediate  Bonus  and/or the Loyalty
Bonus  and/or  the GMIB (or none of these  benefits).  During  the  Accumulation
Phase, this charge is equal, on an annual basis, to the amounts set forth in the
table below (as a percentage of the average daily value of the Contract invested
in a Variable Option):

<TABLE>
<CAPTION>
                                Contract          Contract         After 12
Bonus and GMIB Options          Years 1-7        Years 8-12      Contract Years
---------------------------------------------------------------------------------

<S>                               <C>             <C>                 <C>
Immediate Bonus (only)            1.84%           1.34%               1.34%
Loyalty Bonus (only)              1.34%           1.84%               1.34%
Immediate & Loyalty Bonus (only)  1.84%           1.84%               1.34%
GMIB (only)                       1.64%           1.64%               1.64%
GMIB & Loyalty Bonus (only)       1.64%           2.14%               1.64%
GMIB & Immediate Bonus (only)     2.14%           1.64%               1.64%

GMIB, Immediate Bonus &
 Loyalty Bonus                    2.14%           2.14%               1.64%
None of these options is
 selected                         1.34%           1.34%               1.34%

</TABLE>


During the Payout Phase, the charge is equal, on an annual basis, to 1.25% of
the average daily value of the Contract invested in a Variable  Option,
regardless of the option(s) selected.

This  charge  compensates  us for all the  insurance  benefits  provided by your
Contract (for example, our contractual  obligation to make Annuity Payments, the
death benefits,  certain expenses related to the Contract,  and for assuming the
risk (expense risk) that the current  charges will be insufficient in the future
to cover the cost of  administering  the Contract).  The amount of the mortality
and expense  risk charge is less during the Payout  Phase  because  Allianz Life
does not pay a death benefit  separate from benefits under the Annuity Option if
you die during the Payout Phase.

ADMINISTRATIVE  CHARGE. This charge is equal, on an annual basis, to .15% of the
average daily value of the Contract invested in a Variable Option.  This charge,
together with the contract maintenance charge (which is explained below), is for
all the expenses  associated with the  administration  of the Contract.  Some of
these  expenses  include:  preparation  of the Contract,  confirmations,  annual
statements,   maintenance  of  Contract  records,  personnel  costs,  legal  and
accounting fees, filing fees, and computer and systems costs.

CONTRACT MAINTENANCE CHARGE

On each Contract  anniversary,  Allianz Life deducts $30 from your Contract as a
contract  maintenance  charge.  The  fee is  assessed  on the  last  day of each
Contract  year.  (In South  Carolina,  we will waive the contract maintenance
charge that is to be  deducted  after  the  20th  Contract   anniversary.)  This
charge  is  for administrative expenses (see above). This charge cannot be
increased.

However,  during the  Accumulation  Phase,  if the value of your  Contract is at
least $50,000 when the deduction for the charge is to be made, Allianz Life will
not deduct this charge. If you own more than one Valuemark IV Contract,  Allianz
Life will determine the total value of all your  Valuemark IV Contracts.  If the
total  value of all  Valuemark  IV  Contracts  registered  under the same social
security  number is at least $50,000,  Allianz Life will not assess the contract
maintenance charge (except in New Jersey).  Currently, the charge is also waived
during the Payout  Phase if the value of your  Contract at the Income Date is at
least  $50,000.  If the  Contract  is owned by a  non-natural  person  (e.g.,  a
corporation),  Allianz  Life will look to the  Annuitant to determine if it will
assess the charge.

If you make a complete withdrawal from your Contract,  the contract  maintenance
charge  will  also  be  deducted.  During  the  Payout  Phase,  if the  contract
maintenance charge is deducted, the charge will be collected monthly out of each
Annuity Payment.

CONTINGENT DEFERRED SALES CHARGE

Withdrawals  may be subject to a contingent  deferred  sales charge.  During the
Accumulation  Phase, you can make  withdrawals from your Contract.  Allianz Life
keeps  track of each  Purchase  Payment you make.  The amount of the  contingent
deferred  sales  charge  depends  upon the  length  of time  since you made your
Purchase Payment and whether you select the Immediate Bonus. The charge is:

<TABLE>
<CAPTION>
                     CONTRACTS WITHOUT IMMEDIATE BONUS
          YEARS SINCE        CONTINGENT DEFERRED           CONTRACTS WITH IMMEDIATE BONUS
           PURCHASE             SALES CHARGE              CONTINGENT DEFERRED SALES CHARGE
           PAYMENTS     (AS A % OF PURCHASE PAYMENTS)       (AS A % OF PURCHASE PAYMENTS)
------------------------------------------------------------------------------------------
<S>           <C>                    <C>                               <C>
              0-1                    6%                                9.5%
              1-2                    6%                                9.5%
              2-3                    6%                                9.0%
              3-4                    5%                                7.5%
              4-5                    4%                                6.0%
              5-6                    3%                                4.5%
              6-7                    2%                                3.0%
              7+                     0%                                  0%
</TABLE>


However,  after Allianz Life has had a Purchase Payment for 7 full years,  there
is no charge  when you  withdraw  that  Purchase  Payment.  For  purposes of the
contingent deferred sales charge, Allianz Life treats withdrawals as coming from
the oldest Purchase Payments first.  Allianz Life does not assess the contingent
deferred  sales charge on any payments paid out as Annuity  Payments or as death
benefits.

In the state of Washington,  the contingent deferred sales charge will be waived
beginning with the later of the first Contract  anniversary after you attain age
70 or the 10th Contract anniversary.

NOTE:  FOR TAX PURPOSES,  WITHDRAWALS  ARE CONSIDERED TO HAVE COME FROM THE LAST
MONEY YOU PUT INTO THE CONTRACT. THUS, FOR TAX PURPOSES, EARNINGS AND ANY BONUS
ARE CONSIDERED TO COME OUT FIRST.

Free  Withdrawal  Amount  (referred to in sales  literature  as "15%  Withdrawal
Privilege")  - Each year after the first  Contract  year,  you can make multiple
withdrawals  up to 15% of the value of your Contract and no contingent  deferred
sales  charge will be deducted  from the 15% you take out.  (This  amount may be
increased when the Contract is issued to a charitable  remainder  trust.) If you
make a  withdrawal  of more  than the free  amount,  it will be  subject  to the
contingent deferred sales charge. If you do not withdraw the full 15% in any one
Contract year, you may not carry over the remaining percentage amount to another
year. The free withdrawal amount is not applicable to a full surrender. The free
withdrawal amount only applies in the event of a partial withdrawal.


You may also elect to participate in the  Systematic  Withdrawal  Program or the
Minimum  Distribution  Program.  These  programs  allow you to make  withdrawals
without the  deduction of the  contingent  deferred  sales charge under  certain
circumstances. See Section 7 -- "Access to Your  Money" for a description of the
Systematic  Withdrawal  Program and the Minimum Distribution Program.

WAIVER OF CONTINGENT DEFERRED SALES CHARGE BENEFITS

Under certain circumstances,  after the first year, Allianz Life will permit you
to take your money out of the Contract without  deducting a contingent  deferred
sales charge:

1) if you become confined to a nursing home for at least 90 days;

2) if you become  terminally  ill,  which is defined  as life  expectancy  of 12
months or less (a full withdrawal of the Contract will be required); or

3) if you become totally disabled for at least 90 consecutive days.

The  waiver  will not apply if any of the above  conditions  existed on the date
your Contract was issued.

Also, after the first year, if you become unemployed for at least 90 consecutive
days, you can take up to 50% of your Contract value out of the Contract  without
incurring a contingent  deferred  sales charge.  This benefit is available  only
once during the life of the Contract.  You may not use both this benefit and the
15% free withdrawal amount in the same Contract year.

These  benefits  vary from state to state or may not be available in your state.
(Check with your registered representative.)

REDUCTION OR ELIMINATION OF THE CONTINGENT DEFERRED SALES CHARGE

Allianz  Life will reduce or  eliminate  the amount of the  contingent  deferred
sales  charge when the  Contract is sold under  circumstances  which  reduce its
sales expenses. Some examples are: if there is a large group of individuals that
will be  purchasing  the  Contract  or a  prospective  purchaser  already  had a
relationship  with  Allianz  Life.  Allianz  Life may not  deduct  a  contingent
deferred  sales  charge  under a  Contract  issued to an  officer,  director  or
employee of Allianz Life or any of its affiliates. Also, Allianz Life may reduce
or not deduct a contingent  deferred  sales charge when a Contract is sold by an
agent of  Allianz  Life to any  members of his or her  immediate  family and the
commission  is waived.  We  require  our prior  approval  for any  reduction  or
elimination of the contingent deferred sales charge.

TRANSFER FEE

You can make 12 free  transfers  every  year.  We measure a year from the day we
issue your Contract. If you make more than 12 transfers a year, we will deduct a
transfer fee of $25, or 2% of the amount that is transferred, whichever is less,
for  each  additional  transfer.  If the  transfer  is part of the  Dollar  Cost
Averaging  Program  or  Flexible  Rebalancing,  it will not  currently  count in
determining the transfer fee.


PREMIUM TAXES

Some  states  and other  governmental  entities  (e.g.,  municipalities)  charge
premium taxes or similar taxes.  Allianz Life is responsible  for the payment of
these taxes.  We will make a deduction  from the value of the Contract for them.
Some of these  taxes are due when the  Contract  is issued,  others are due when
Annuity  Payments begin. It is Allianz Life's current practice to not charge you
for these taxes  until you die,  Annuity  Payments  begin or you make a complete
withdrawal.  Allianz Life may discontinue this practice in the future and assess
the charge when the tax is due. Premium taxes generally range from 0% to 3.5% of
the Purchase Payment, depending on the state.

INCOME TAXES

Allianz Life reserves the right to deduct from the Contract for any income taxes
which it may incur  because  of the  Contract.  Currently,  Allianz  Life is not
making any such deductions.

PORTFOLIO EXPENSES

There are  deductions  from the assets of the various  Portfolios  for operating
expenses  (including  management fees),  which are described in the Fee Table in
this prospectus and the accompanying fund prospectuses.


6. TAXES
--------------------------------------------------------------------------------


NOTE: ALLIANZ LIFE HAS PREPARED THE FOLLOWING  INFORMATION ON TAXES AS A GENERAL
DISCUSSION OF THE SUBJECT.  IT IS NOT INTENDED AS TAX ADVICE. YOU SHOULD CONSULT
YOUR OWN TAX ADVISER  ABOUT YOUR OWN  CIRCUMSTANCES.  ALLIANZ  LIFE HAS INCLUDED
ADDITIONAL   INFORMATION   REGARDING   TAXES  IN  THE  STATEMENT  OF  ADDITIONAL
INFORMATION.

ANNUITY CONTRACTS IN GENERAL

Annuity  contracts are a means of setting aside money for future needs - usually
retirement. Congress recognized how  important  saving for  retirement  was and
provided  special  rules in the Internal Revenue Code (Code) for annuities.

Basically, these rules provide that you will not be taxed on any earnings on the
money  held in your  annuity  Contract  until  you take the money  out.  This is
referred to as Tax Deferral. There are different rules regarding how you will be
taxed  depending  upon how you take the  money  out and the type of  Contract  -
Qualified or Non-Qualified (see following sections).


When a  Non-Qualified  Contract  is  owned  by a  non-natural  person  (e.g.,  a
corporation or certain other entities other than a trust holding the Contract as
an agent for a natural person), the Contract will generally not be treated as an
annuity  for tax  purposes.  This means that the  Contract  may not  receive the
benefits of Tax Deferral. Income may be taxed as ordinary income every year.

QUALIFIED AND NON-QUALIFIED CONTRACTS

If you purchase the Contract under a Qualified  plan,  your Contract is referred
to  as a  Qualified  Contract.  Examples  of  Qualified  plans  are:  Individual
Retirement Annuities (IRAs),  Tax-Sheltered  Annuities (sometimes referred to as
403(b) contracts),  and pension and  profit-sharing  plans, which include 401(k)
plans and H.R. 10 plans.  If you do not purchase the Contract  under a Qualified
plan, your Contract is referred to as a Non-Qualified Contract.


A Qualified  Contract will not provide any necessary or additional  Tax Deferral
if it is used to fund a  Qualified  plan  that  is Tax  Deferred.  However,  the
Contract has features and benefits  other than Tax Deferral  that may make it an
appropriate investment for a Qualified plan. You should consult your tax adviser
regarding these features and benefits prior to purchasing a Qualified Contract.


MULTIPLE CONTRACTS

The Code provides that multiple Non-Qualified annuity contracts which are issued
within a calendar year period to the same  Contract  Owner by one company or its
affiliates are treated as one annuity  contract for purposes of determining  the
tax consequences of any  distribution.  Such treatment may result in adverse tax
consequences, including more rapid taxation of the distributed amounts from such
combination  of contracts.  For purposes of this rule,  contracts  received in a
Section 1035 exchange will be considered issued in the year of the exchange. You
should  consult a tax adviser  prior to purchasing  more than one  Non-Qualified
annuity contract in any calendar year period.

WITHDRAWALS -- NON-QUALIFIED CONTRACTS

You, as the Contract Owner,  will not be taxed on increases in the value of your
Contract  until a  distribution  occurs  either as a  withdrawal  or as  Annuity
Payments.  When you make a withdrawal from your non-qualified Contract, the Code
treats  such a  withdrawal  as first  coming  from  earnings  and then from your
Purchase  Payments.  You will be taxed on the amount of the  withdrawal  that is
earnings.  In most cases,  such withdrawn  earnings are included in income.  For
Annuity  Payments,  different rules apply. A portion of each Annuity Payment you
receive will be treated as a partial  return of your Purchase  Payments and will
not be taxed.  The remaining  portion of the Annuity  Payment will be treated as
ordinary  income.  How the Annuity  Payment is divided  between taxable and non-
taxable  portions  depends  upon the period over which the Annuity  Payments are
expected to be made.  Annuity  Payments  received after you have received all of
your Purchase Payments are fully includible in income.

The Code also provides that any amount received under an annuity  contract which
is included in income may be subject to a tax penalty. The amount of the penalty
is equal to 10% of the amount that is  includible  in income.  Some  withdrawals
will be exempt from the penalty. They include any amounts:

1)  paid on or after the taxpayer reaches age 59 1/2;

2)  paid after you die;

3) paid if the taxpayer becomes totally disabled (as that term is defined in the
Code);

4) paid in a series of  substantially  equal  payments  made  annually  (or more
frequently) for life or a period not exceeding life expectancy;

5)  paid under an immediate annuity; or

6) which come from purchase payments made prior to August 14, 1982.

WITHDRAWALS --QUALIFIED CONTRACTS

If you  make a  withdrawal  from  your  Qualified  Contract,  a  portion  of the
withdrawal is treated as taxable  income.  This portion  depends on the ratio of
pre-tax Purchase  Payments to the after-tax  Purchase Payments in your Contract.
If all of your  Purchase  Payments  were made with  pre-tax  money then the full
amount of any  withdrawal  is includible  in taxable  income.  Special rules may
apply to withdrawals from certain types of Qualified Contracts.

The Code also  provides  that any amount  received  under a Qualified  Contract,
which is  included  in income,  may be  subject to a penalty.  The amount of the
penalty  is  equal to 10% of the  amount  that is  includible  in  income.  Some
withdrawals will be exempt from the penalty. They include any amounts:

1)  paid on or after you reach age 59 1/2;

2)  paid after you die;

3) paid if you become totally disabled (as that term is defined in the Code);

4) paid to you after leaving your employment in a series of substantially  equal
periodic payments made annually (or more frequently) under a lifetime annuity;

5) paid to you after you have attained age 55 and you have left your employment;

6) paid for certain allowable medical expenses (as defined in the Code);

7)  paid pursuant to a qualified domestic relations order;

8) paid on account of an IRS levy upon the Qualified Contract;

9) paid from an IRA for medical insurance (as defined in the Code);

10) paid from an IRA for qualified higher education expenses; or

11)  paid  from an IRA for up to  $10,000  for  qualified  first-time  homebuyer
expenses (as defined in the Code).

The  exceptions  in 5) and 7) above do not apply to IRAs.  The  exception  in 4)
above applies to IRAs but without the requirement of leaving employment.

We have  provided a more  complete  discussion  in the  Statement of  Additional
Information.

WITHDRAWALS -- TAX-SHELTERED ANNUITIES

The Code limits the withdrawal of amounts attributable to Purchase Payments made
under a  salary  reduction  agreement  by  Contract  Owners  from  Tax-Sheltered
Annuities. Withdrawals can only be made when a Contract Owner:

1)  reaches age 59 1/2;

2)  leaves his/her job;

3)  dies;

4) becomes disabled (as that term is defined in the Code); or

5) in the case of  hardship.  However,  in the case of hardship,  the Contract
Owner can only withdraw the Purchase Payments and not any earnings.

DIVERSIFICATION

The Code provides that the underlying  investments  for a variable  annuity must
satisfy  certain  diversification  requirements  in  order to be  treated  as an
annuity contract. Allianz Life believes that the Portfolios are being managed so
as to comply with the requirements.

Neither the Code nor the Internal  Revenue  Service  Regulations  issued to date
provide guidance as to the circumstances  under which you, because of the degree
of control you exercise over the underlying  investments,  and not Allianz Life,
would be  considered  the  owner of the  shares  of the  Portfolios.  If you are
considered the owner of the shares,  it will result in the loss of the favorable
tax treatment  for the Contract.  It is unknown to what extent under federal tax
law Contract Owners are permitted to select Portfolios,  to make transfers among
the Portfolios or the number and type of Portfolios  Contract  Owners may select
from  without  being  considered  the owner of the  shares.  If any  guidance is
provided which is considered a new position,  then the guidance would  generally
be applied  prospectively.  However,  if such guidance is considered not to be a
new position, it may be applied retroactively.  This would mean that you, as the
Owner of the Contract, could be treated as the owner of the Portfolios.

Due to the  uncertainty in this area,  Allianz Life reserves the right to modify
the Contract in an attempt to maintain favorable tax treatment.


7. ACCESS TO  YOUR MONEY
-------------------------------------------------------------------------------

You can have access to the money in your Contract:

1)  by making a withdrawal (either a partial or a total withdrawal);

2)  by receiving Annuity Payments; or

3)  when a death benefit is paid to your Beneficiary.

Withdrawals can only be made during the Accumulation Phase.

When you make a complete  withdrawal  you will receive the value of the Contract
on the day you make the  withdrawal,  less any  applicable  contingent  deferred
sales  charge,  less any premium tax and less any contract  maintenance  charge.
(See Section 5 -- "Expenses"  for a discussion  of the  charges.)  Under certain
circumstances,  Allianz  Life may  take  back  the  Loyalty  Bonus if you make a
withdrawal or surrender  (including under the systematic  withdrawal program and
the minimum  distribution  program) your Contract within 5 years after the Bonus
is credited to your Contract.

Any partial  withdrawal must be for at least $500.  Unless you instruct  Allianz
Life otherwise, a partial withdrawal will be made pro-rata from all the Variable
Options and the Fixed Account you selected. After you make a partial withdrawal,
the value of your Contract must be at least $2,000.

We will pay the amount of any withdrawal from the Variable  Options within seven
(7) days of when we receive your request in good order unless the  Suspension of
Payments or Transfers provision is in effect (see below).

INCOME TAXES, TAX PENALTIES AND CERTAIN RESTRICTIONS MAY APPLY TO ANY WITHDRAWAL
YOU MAKE.

There are limits to the amount you can withdraw  from a Qualified  plan referred
to as a 403(b) plan.  For a more complete  explanation  see Section 6 -- "Taxes"
and the discussion in the SAI.

SYSTEMATIC WITHDRAWAL PROGRAM

If the value of your Contract is at least $25,000, Allianz Life offers a program
which  provides  automatic  monthly or quarterly  payments to you each year. The
total systematic  withdrawals  which you can make each year without Allianz Life
deducting a contingent  deferred sales charge are limited to 15% of the value of
your Contract. This is determined on the last business day prior to the day your
request is received.  You may withdraw any amount you want under this program if
your payments are no longer subject to the contingent  deferred sales charge. If
you  make  withdrawals  under  this  program,  you may not also use the 15% free
withdrawal  amount that year. For a discussion of the contingent  deferred sales
charge and the 15% free  withdrawal  amount,  see Section 5 --  "Expenses."  All
systematic  withdrawals will be made on the 9th day of the month unless that day
is not a  business  day.  If it is not,  then  the  withdrawal  will be made the
previous business day.

INCOME TAXES,  TAX PENALTIES  AND CERTAIN  RESTRICTIONS  MAY APPLY TO SYSTEMATIC
WITHDRAWALS.

MINIMUM DISTRIBUTION PROGRAM

If you own a Contract that is an Individual  Retirement  Annuity (IRA),  you may
select the Minimum Distribution Program.  Under this program,  Allianz Life will
make payments to you from your Contract that are designed to meet the applicable
minimum distribution  requirements imposed by the Code for IRAs. If the value of
your Contract is at least  $25,000,  Allianz Life will make payments to you on a
monthly or quarterly  basis.  The payments will not be subject to the contingent
deferred sales charge and will be instead of the 15% free withdrawal amount.

SUSPENSION OF PAYMENTS OR TRANSFERS

Allianz Life may be required to suspend or postpone  payments for withdrawals or
transfers for any period when:

1) the New York Stock  Exchange  is closed  (other  than  customary  weekend and
holiday closings);

2)  trading on the New York Stock Exchange is restricted;

3) an emergency  exists as a result of which disposal of the Portfolio shares is
not reasonably practicable or Allianz Life cannot reasonably value the Portfolio
shares;

4) during any other  period when the  Securities  and  Exchange  Commission,  by
order, so permits for the protection of Contract Owners.

Allianz  Life has  reserved  the  right to defer  payment  for a  withdrawal  or
transfer from the Fixed Account for the period permitted by law but not for more
than six months.

8.PERFORMANCE
--------------------------------------------------------------------------------

Allianz  Life  periodically  advertises  performance  of the  Variable  Options.
Allianz Life will calculate  performance by determining the percentage change in
the value of an Accumulation  Unit by dividing the increase  (decrease) for that
unit by the value of the Accumulation Unit at the beginning of the period.  This
performance  number  reflects  the  deduction of the  insurance  charges and the
Portfolio  expenses.  It  may  not  reflect  the  deduction  of  any  applicable
contingent deferred sales charges and contract maintenance charge. The deduction
of any applicable  contract  maintenance  charge and  contingent  deferred sales
charges  would reduce the  percentage  increase or make  greater any  percentage
decrease.  Any  advertisement  will also  include  average  annual  total return
figures  which  reflect  the  deduction  of  the  insurance  charges,   contract
maintenance  charge,  contingent  deferred sales charges and the expenses of the
Portfolios. Allianz Life may also advertise cumulative total return information.
Cumulative  total return is determined  the same way except that the results are
not annualized.  Performance  information for the underlying Portfolios may also
be advertised; see the accompanying fund prospectuses for more information.

Certain  Portfolios  have been in  existence  for some time and have  investment
performance   history.  In  order  to  demonstrate  how  the  actual  investment
experience of the Portfolios may affect your Accumulation  Unit values,  Allianz
Life has prepared  performance  information which can be found in the SAI. There
is  performance  shown  which  is  based on the  historical  performance  of the
Portfolios,  modified  to reflect  the  current  charges  and  expenses  of your
Contract as if the Contract had been in  existence  for the time periods  shown.
The  information is based upon the  historical  experience of the Portfolios and
does not represent past performance or predict future performance.

Allianz Life may in the future also advertise yield information.  If it does, it
will  provide  you with  information  regarding  how yield is  calculated.  More
detailed  information  regarding how  performance  is calculated is found in the
SAI.

Any  performance  advertised  will be  based  on  historical  data.  It does not
guarantee future results of the Portfolios.

9. DEATH BENEFIT
--------------------------------------------------------------------------------

UPON YOUR DEATH

If you die during the Accumulation Phase,  Allianz Life will pay a death benefit
to your Beneficiary (see below). If you die during the Payout Phase, any benefit
will be as provided  for in the Annuity  Option  selected.  If you  purchase the
Contract  on or after July 6, 1999,  you may choose  Death  Benefit  Option 1 or
Death Benefit Option 2 at the time of application.  Once you make the selection,
you may not change it. If you purchased the Contract before July 6, 1999,  Death
Benefit Option 2 is not available. Under certain circumstances, we may take back
the Bonus  before  calculating  the  death  benefit  amount.  (See  "Purchase  -
Bonuses").

I. CONTRACTS THAT RECEIVE AN ENHANCED DEATH BENEFIT ENDORSEMENT

       Contracts that are owned individually, or jointly with another person, or
as agent for an  individual  person,  will  receive an  enhanced  death  benefit
endorsement  for Death  Benefit  Option 1 or Death  Benefit  Option 2. For these
Contracts, the death benefit options are:

DEATH BENEFIT OPTION 1

The death benefit will be the greater of 1) or 2) below:

1) The  current  value of your  Contract,  less any premium taxes  owed.  This
amount is  determined as of the day that all claim proofs and payment election
forms are received at the USAllianz Service Center.

2) The guaranteed  minimum death benefit (as explained below and in the enhanced
death benefit endorsement to your Contract), as of the day you die.

A.  During the first year of all such  Contracts  and if you are age 81 or older
(76 or older for deaths occurring in Washington,  or in most other states before
11/1/98) at the time of purchase, the following guaranteed minimum death benefit
will apply:

         o Purchase Payments you have made,

         o less any withdrawals,

         o less any applicable charges paid on withdrawals,

         o less any premium taxes owed.

    B. After the first  Contract  year,  for  Contracts  issued before your 81st
birthday (76th birth- day for deaths occurring  before  11/1/98),  and until you
reach age 81 (age 76 for deaths occurring before 11/1/98), the greater of (a) or
(b) below will be your guaranteed minimum death benefit:

        a) 5% Increase

          o Purchase Payments you have made,

          o less any withdrawals,

          o less any applicable charges paid on withdrawals,

          o plus 5% on each Contract anniversary,

          o less any premium taxes owed.

        b) Highest 6th Year Contract Value

          o highest Contract value on any six year Contract anniversary,

          o plus any Purchase Payments made since that Contract anniversary,

          o less any withdrawals since that anniversary,

          o less any applicable charges paid on withdrawals since that
           anniversary,

          o less any premium taxes owed.


C. After your 81st birthday (76th birthday for deaths occurring before 11/1/98),
the following guaranteed minimum death benefit will apply:

       o your guaranteed minimum death benefit on  the Contract anniversary
         prior to your 81st  birthday (76th birthday for deaths occurring
         before 11/1/98),

       o plus any Purchase Payments you have made since then,

       o less any withdrawals since then,

       o less any applicable charges paid on withdrawals since then,

       o less any premium taxes owed.

DEATH BENEFIT OPTION 2

The death benefit will be the greater of:

1) the  current  value of your  Contract,  less any taxes,  on the day all claim
proofs and payment  election forms are received by Allianz Life at the USAllianz
Service Center; or

2) (if applicable) the guaranteed minimum death benefit,  less any taxes, on the
day all claim proofs and payment  election  forms are received by Allianz Life
at the USAllianz Service Center.

The guaranteed minimum death benefit is the greater of:

      o Purchase Payments you have made, less any withdrawals and any charges
paid on the withdrawals.

      o the greatest  Contract  "anniversary  value".  The Contract "anniversary
value" is the value of the  Contract  on a Contract  anniversary,  increased  by
Purchase Payments  you have made since that  anniversary  and  decreased by any
withdrawals and any  charges  paid on the withdrawals since that anniversary.
Allianz  Life  will not take  into  consideration  any Contract anniversaries
which  occur on or after your 81st  birthday  or date of death in determining
this benefit.

In certain  states,  the above death  benefit may not be  available.  Check your
Contract and Endorsement for your applicable death benefit.

II. CONTRACTS THAT DO NOT RECEIVE AN ENHANCED DEATH BENEFIT ENDORSEMENT

For all Contracts that do not receive an enhanced death benefit endorsement, the
death benefit will be:

        The current value of your Contract,  less any taxes owed. This amount is
determined  as of the day that all claim proofs and payment  election  forms are
received at the USAllianz Service Center.

III. ADDITIONAL PROVISIONS

If you have a Joint Owner,  the age of the older  Contract Owner will be used to
determine the  guaranteed  minimum death benefit.  The guaranteed  minimum death
benefit will be reduced by any amounts withdrawn after the date of death. If the
Contract is owned by a non-natural  person,  then all references to you mean the
Annuitant.

In the case of Joint Owners,  if a Joint Owner dies,  the surviving  Joint Owner
will be the  Beneficiary.  Joint Owners must be spouses (except in Pennsylvania,
Oregon and New Jersey).

A Beneficiary may request that the death benefit be paid in one of the following
ways:  (1)  Payment of the entire  death  benefit  within 5 years of the date of
death,  or (2) Payment of the death benefit under an Annuity  Option.  The death
benefit  payable  under an Annuity  Option  must be paid over the  Beneficiary's
lifetime or for a period not extending beyond the Beneficiary's life expectancy.
Payment  must  begin  within  one  year  of the  date  of  death,  or (3) If the
Beneficiary is the spouse of the Contract  Owner,  he/she can choose to continue
the Contract in his/her own name at the then current value,  or if greater,  the
death  benefit  value,  or (4) If a lump  sum  payment  is  elected  and all the
necessary requirements, including any required tax consent from some states, are
met, the payment will be made within 7 days. Payment of the death benefit may be
delayed  pending  receipt of any  applicable  tax  consents  and/or forms from a
state.

If you (or any Joint  Owner) die  during  the  Payout  Phase and you are not the
Annuitant,  any payments which are remaining  under the Annuity Option  selected
will continue at least as rapidly as they were being paid at your death.  If you
die during the Payout Phase, the Beneficiary becomes the Contract Owner.

DEATH OF ANNUITANT

If the Annuitant,  who is not a Contract  Owner or Joint Owner,  dies during the
Accumulation  Phase,  you can  name a new  Annuitant.  If you do not  name a new
Annuitant  within 30 days of the death of the  Annuitant,  you will  become  the
Annuitant.  However,  if the Contract  Owner is a non-natural  person  (e.g.,  a
corporation),  then the death of the  Annuitant  will be treated as the death of
the Contract Owner, and a new Annuitant may not be named.

If the Annuitant dies after Annuity Payments have begun,  the remaining  amounts
payable,  if any, will be as provided for in the Annuity  Option  selected.  The
remaining amounts payable will be paid to the Contract Owner at least as rapidly
as they were being paid at the Annuitant's death.


10. OTHER  INFORMATION
--------------------------------------------------------------------------------


ALLIANZ LIFE

Allianz Life Insurance  Company of North America  (Allianz Life),  1750 Hennepin
Avenue, Minneapolis,  Minnesota 55403, was organized under the laws of the state
of Minnesota in 1896.  Allianz Life offers fixed and variable life insurance and
annuities  and group  life,  accident  and  health  insurance.  Allianz  Life is
licensed  to do direct  business  in 49 states  and the  District  of  Columbia.
Allianz Life is a wholly-owned subsidiary of Allianz Versicherungs-AG Holding.

THE SEPARATE ACCOUNT

Allianz Life  established a separate account named Allianz Life Variable Account
B (Separate  Account) to hold the assets that  underlie  the  Contracts,  except
assets  allocated to the Fixed  Account.  The Board of Directors of Allianz Life
adopted a resolution to establish the Separate Account under Minnesota insurance
law on May 31, 1985.  Allianz Life has registered the Separate  Account with the
Securities  and  Exchange  Commission  as a  unit  investment  trust  under  the
Investment  Company Act of 1940.  The Separate  Account is divided into Variable
Options  (also  known  as  sub-accounts).  Each  Variable  Option  invests  in a
Portfolio.

The assets of the Separate  Account are held in Allianz Life's name on behalf of
the Separate Account and legally belong to Allianz Life.  However,  those assets
that underlie the variable Contracts are not chargeable with liabilities arising
out of any other business  Allianz Life may conduct.  All the income,  gains and
losses  (realized or unrealized)  resulting from these assets are credited to or
charged against the Contracts and not against any other  contracts  Allianz Life
may issue.

DISTRIBUTION

USAllianz  Investor  Services,  LLC (formerly NALAC Financial Plans,  LLC), 1750
Hennepin Avenue, Minneapolis, MN 55403, acts as the distributor of the Contract.
USAllianz Investor Services, LLC, is a wholly- owned subsidiary of Allianz Life.

Commissions   will  be  paid  to   broker-dealers   who  sell   the   Contracts.
Broker-dealers  will  be paid  commissions  up to  7.5%  of  Purchase  Payments.
Sometimes,  Allianz Life enters into an agreement with the  broker-dealer to pay
the  broker-dealer  commissions  as a  combination  of a  certain  amount of the
commission at the time of sale and a trail commission  (which when totaled could
exceed 7.5% of Purchase  Payments).  In  addition,  Allianz Life may pay certain
sellers for other  services  not directly  related to the sale of the  Contracts
(such as special  marketing  support  allowances).  Commissions may be recovered
from a  broker-dealer  if a  withdrawal  occurs  within 12 months of a  Purchase
Payment or there is a recission of the Contract within the Free-Look period.

ADMINISTRATION

Allianz Life has hired Delaware Valley  Financial  Services,  Inc.  (DVFS),  300
Berwyn Park, Berwyn,  Pennsylvania,  to perform certain administrative  services
regarding the Contracts.  The  administrative  services  include issuance of the
Contracts and maintenance of Contract Owner's records.

FINANCIAL STATEMENTS

The consolidated  financial  statements of Allianz Life and the Separate Account
have been included in the Statement of Additional Information.

TABLE OF CONTENTS
OF THE STATEMENT OF
ADDITIONAL INFORMATION
--------------------------------------------------------------------------------

Insurance Company

Experts

Legal Opinions

Distributor

Reduction or Elimination of the
   Contingent Deferred Sales Charge

Calculation of Performance Data

Federal Tax Status

Annuity Provisions

Mortality and Expense Risk Guarantee

Financial Statements

<PAGE>

25

                           Variable Annuity Prospectus
<TABLE>
<CAPTION>


APPENDIX
-------------------------------------------------------------------------------


CONDENSED FINANCIAL  INFORMATION

The consolidated financial statements of Allianz Life Insurance Company of North
America and the financial  statements of Allianz Life Variable  Account B may be
found in the Statement of Additional Information.

The table below includes Accumulation Unit values for the periods indicated. The
table reflects Contracts with a mortality and expense risk charge of 1.34%.

This information should be read in conjunction with the financial statements and
related  notes of the Separate  Account  included in the Statement of Additional
Information.

(NUMBER OF UNITS IN THOUSANDS)


                                              PERIOD            YEAR OR PERIOD          YEAR OR PERIOD         INCEPTION
                                              ENDED                 ENDED                   ENDED             (2/3/97) TO
VARIABLE OPTIONS:                           ______, 2000        DEC. 31, 1999           DEC. 31, 1998         DEC. 31, 1997
---------------------------------------------------------------------------------------------------------------------------

<S>                                           <C>                     <C>                <C>                            <C>
AIM V.I. GROWTH*

Unit value at beginning of period                                  $10.000                   NA                   NA

Unit value at end of period                                        $11.083                   NA                   NA

Number of units outstanding at end of period                           363                   NA                   NA

ALGER AMERICAN GROWTH*

Unit value at beginning of period                                  $10.000                   NA                    NA

Unit value at end of period                                        $10.921                   NA                    NA

Number of units outstanding at end of period                           415                   NA                    NA

ALGER AMERICAN LEVERAGED ALLCAP*

Unit value at beginning of period                                  $10.000                   NA                    NA

Unit value at end of period                                        $12.159                   NA                    NA

Number of units outstanding at end of period                           277                   NA                    NA

FRANKLIN GLOBAL COMMUNICATIONS SECURITIES

Unit value at beginning of period                                  $28.082                 $25.635              $20.526

Unit value at end of period                                        $38.572                 $28.082              $25.635

Number of units outstanding at end of period                         1,418                   1,006                  310

FRANKLIN GLOBAL HEALTH CARE SECURITIES

Unit value at beginning of period                                  $10.604                 $10.000                   NA

Unit value at end of period                                         $9.601                 $10.604                   NA

Number of units outstanding at end of period                           469                    224                    NA

FRANKLIN GROWTH AND INCOME SECURITIES

Unit value at beginning of period                                  $25.993                 $24.354              $19.351

Unit value at end of period                                       $25.891                 $25.993              $24.354

Number of units outstanding at end of period                        5,570                   5,185                2,376

FRANKLIN HIGH INCOME

Unit value at beginning of period                                 $21.020                 $21.141              $19.237

Unit value at end of period                                       $20.695                 $21.020              $21.141

Number of units outstanding at end of period                        4,118                   4,191                2,202

FRANKLIN INCOME SECURITIES

Unit value at beginning of period                                 $24.898                 $24.864              $21.554

Unit value at end of period                                       $24.084                 $24.898              $24.864

Number of units outstanding at end of period                        4,380                   4,239                2,094


(NUMBER OF UNITS IN THOUSANDS)


                                                      YEAR OR PERIOD          YEAR OR PERIOD         INCEPTION

                                                          ENDED                   ENDED             (2/3/97) TO

VARIABLE OPTIONS:                                     DEC. 31, 1999           DEC. 31, 1998         DEC. 31, 1997
---------------------------------------------------------------------------------------------------------------------------

FRANKLIN LARGE CAP GROWTH SECURITIES

Unit value at beginning of period                         $15.537                $13.110               $11.247

Unit value at end of period                               $20.152                 $15.537              $13.110

Number of units outstanding at end of period                7,521                   4,502                1,957

FRANKLIN MONEY MARKET

Unit value at beginning of period                         $14.260                 $13.756              $13.266

Unit value at end of period                               $14.717                 $14.260              $13.756

Number of units outstanding at end of period                5,236                   4,342                3,214

FRANKLIN NATURAL RESOURCES SECURITIES

Unit value at beginning of period                          $8.430                 $11.466              $14.364

Unit value at end of period                               $10.983                  $8.430              $11.466

Number of units outstanding at end of period                  616                     514                  304

FRANKLIN REAL ESTATE

Unit value at beginning of period                         $22.901                 $27.944              $23.499

Unit value at end of period                               $21.176                 $22.901              $27.944

Number of units outstanding at end of period                1,490                   1,823                1,217

FRANKLIN RISING DIVIDENDS SECURITIES

Unit value at beginning of period                         $21.034                 $19.968              $15.235

Unit value at end of period                               $18.712                 $21.034              $19.968

Number of units outstanding at end of period                4,137                   4,428                1,991

FRANKLIN S&P 500 INDEX*

Unit value at beginning of period                         $10.000                     NA                    NA

Unit value at end of period                               $10.465                     NA                    NA

Number of units outstanding at end of period                  626                     NA                    NA

FRANKLIN SMALL CAP

Unit value at beginning of period                         $14.558                 $14.923              $12.899

Unit value at end of period                               $28.247                 $14.558              $14.923

Number of units outstanding at end of period                5,460                   5,492                2,965

FRANKLIN U.S. GOVERNMENT

Unit value at beginning of period                         $18.847                 $17.805              $16.533

Unit value at end of period                               $18.394                 $18.847              $17.805

Number of units outstanding at end of period                3,857                   3,040                1,359

FRANKLIN VALUE SECURITIES

Unit value at beginning of period                          $7.713                 $10.000                   NA

Unit value at end of period                                $7.724                  $7.713                   NA

Number of units outstanding at end of period                  603                     367                   NA

FRANKLIN ZERO COUPON 2000

Unit value at beginning of period                         $20.502                 $19.358              $18.345

Unit value at end of period                               $20.819                 $20.502              $19.358

Number of units outstanding at end of period                  282                     188                   94

FRANKLIN ZERO COUPON 2005

Unit value at beginning of period                         $24.786                 $22.357              $20.375

Unit value at end of period                               $22.983                 $24.786              $22.357

Number of units outstanding at end of period                  555                     380                  161

27

                           Variable Annuity Prospectus

NUMBER OF UNITS IN THOUSANDS)



                                                      YEAR OR PERIOD          YEAR OR PERIOD        INCEPTION

                                                          ENDED                  ENDED             (2/3/97) TO

VARIABLE OPTIONS:                                     DEC. 31, 1999           DEC. 31, 1998        DEC. 31, 1997
---------------------------------------------------------------------------------------------------------------------------

FRANKLIN ZERO COUPON 2010

Unit value at beginning of period                         $27.674                $24.544              $21.371

Unit value at end of period                               $23.929                $27.674              $24.544

Number of units outstanding at end of period                  668                   478                   150

MUTUAL DISCOVERY SECURITIES

Unit value at beginning of period                         $11.205                $11.971              $10.179

Unit value at end of period                               $13.662                $11.205              $11.971

Number of units outstanding at end of period                7,820                   8,822               5,461

MUTUAL SHARES SECURITIES

Unit value at beginning of period                         $11.814                $11.981              $10.329

Unit value at end of period                               $13.199                $11.814              $11.981

Number of units outstanding at end of period               18,924                 19,834               11,394

TEMPLETON ASSET STRATEGY

Unit value at beginning of period                         $13.543                $13.752              $12.495

Unit value at end of period                               $14.347                $13.543              $13.752

Number of units outstanding at end of period                1,403                  1,491                1,008

TEMPLETON DEVELOPING MARKETS SECURITIES

Unit value at beginning of period                          $7.958                $10.305              $11.458

Unit value at end of period                               $12.125                 $7.958              $10.305

Number of units outstanding at end of period                3,389                  3,425                2,663

TEMPLETON GLOBAL INCOME SECURITIES

Unit value at beginning of period                         $17.746                $16.821              $16.661

Unit value at end of period                               $16.472                $17.746              $16.821

Number of units outstanding at end of period                  657                    651                  393

TEMPLETON GROWTH SECURITIES

Unit value at beginning of period                         $16.238                $15.124              $13.525

Unit value at end of period                               $19.364                $16.238              $15.124

Number of units outstanding at end of period                9,008                  8,864                5,525

TEMPLETON INTERNATIONAL SECURITIES

Unit value at beginning of period                         $18.322                $17.617              $16.010

Unit value at end of period                               $22.858                $18.322              $17.617

Number of units outstanding at end of period                4,164                  4,427                3,122

TEMPLETON INTERNATIONAL SMALLER COMPANIES

Unit value at beginning of period                          $9.342                $10.809              $11.138

Unit value at end of period                               $11.403                 $9.342              $10.809

Number of units outstanding at end of period                  865                   967                   792

TEMPLETON PACIFIC GROWTH SECURITIES

Unit value at beginning of period                          $8.028                 $9.381              $14.866

Unit value at end of period                               $10.838                 $8.028               $9.381

Number of units outstanding at end of period                1,041                    655                  379

USALLIANZ VIP DIVERSIFIED ASSETS*

Unit value at beginning of period                         $10.000                     NA                   NA

Unit value at end of period                               $10.168                     NA                   NA

Number of units outstanding at end of period                    1                     NA                   NA

USALLIANZ VIP FIXED INCOME*

Unit value at beginning of period                         $10.000                     NA                   NA

Unit value at end of period                                $9.749                     NA                   NA

Number of units outstanding at end of period                    1                     NA                   NA

USALLIANZ VIP GROWTH*

Unit value at beginning of period                         $10.000                    NA                    NA

Unit value at end of period                               $10.731                    NA                    NA

Number of units outstanding at end of period                   10                    NA                    NA



<FN>
*The AIM V.I. Growth,  Alger American Growth,  Alger American  Leveraged AllCap,
Franklin S&P 500 Index  ,USAllianz VIP Diversified  Assets,  USAllianz VIP Fixed
Income and  USAllianz  VIP Growth  Sub-Accounts  commenced  operations  with the
Separate Account on November 12, 1999. Unit Values at inception were $10.00.

There  are no  accumulation units  shown  for the  Franklin  Aggressive  Growth
Securities  Sub-Account and the  Franklin  Technology  Securities  Sub-Account
because they commenced operations on May 1, 2000 and therefore had no assets as
of ______________, 2000.
</FN>
</TABLE>












                                    PART B

                       STATEMENT OF ADDITIONAL INFORMATION
                                VALUEMARK IV PLUS
                           INDIVIDUAL FLEXIBLE PAYMENT
                           VARIABLE ANNUITY CONTRACTS
                                    issued by
                         ALLIANZ LIFE VARIABLE ACCOUNT B
                                       and
                 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

                                 __________, 2000


THIS IS NOT A PROSPECTUS.  THIS  STATEMENT OF ADDITIONAL  INFORMATION  SHOULD BE
READ IN CONJUNCTION  WITH THE PROSPECTUS  FOR THE  INDIVIDUAL  FLEXIBLE  PAYMENT
VARIABLE ANNUITY CONTRACTS WHICH ARE REFERRED TO HEREIN.

THE PROSPECTUS  CONCISELY  SETS FORTH  INFORMATION  THAT A PROSPECTIVE  INVESTOR
OUGHT TO KNOW BEFORE INVESTING. FOR A COPY OF THE PROSPECTUS,  CALL OR WRITE THE
INSURANCE COMPANY AT: 1750 Hennepin Avenue,  Minneapolis,  MN 55403-2195,  (800)
542-5427.


THIS STATEMENT OF ADDITIONAL  INFORMATION  AND THE PROSPECTUS ARE DATED _______,
2000, AND AS MAY BE AMENDED FROM TIME TO TIME.

Table of Contents
Contents                                            Page
Insurance Company ...............................
Experts .........................................
Legal Opinions ..................................
Distributor .....................................
Reduction or Elimination of the
 Contingent Deferred Sales Charge ...............
Calculation of Performance Data .................
Federal Tax Status ..............................
Annuity Provisions ..............................
Mortality and Expense Risk Guarantee ............
Financial Statements ............................


Insurance Company
-------------------------------------------------------------------------------


Allianz Life Insurance  Company of North America (the "Insurance  Company") is a
stock life insurance  company organized under the laws of the state of Minnesota
in  1896.  The  Insurance  Company  is  a  wholly-owned  subsidiary  of  Allianz
Versicherungs-AG  Holding  ("Allianz").  Allianz  is  headquartered  in  Munich,
Germany,  and has sales outlets  throughout  the world.  The  Insurance  Company
offers fixed and variable life insurance and annuities, and group life, accident
and health insurance.

The Insurance Company is rated A++ by A.M. BEST, an independent  analyst of the
insurance  industry.  The  financial  strength  of an  insurance  company may be
relevant in that it may be a  reflection  as to the ability of a company to make
fixed annuity payments from its general account.


Experts
-------------------------------------------------------------------------------


The financial statements of Allianz Life Variable Account B and the consolidated
financial  statements  of the  Insurance  Company  as of and for the year  ended
December 31, 1999 included in this Statement of Additional Information have been
audited  by ____________, independent auditors, as  indicated  in their  reports
included in this Statement of Additional  Information and are included herein in
reliance  upon such  reports and upon the  authority  of said firm as experts in
accounting and auditing.


Legal Opinions
------------------------------------------------------------------------------

Blazzard, Grodd & Hasenauer, P.C., Westport,  Connecticut has provided advice on
certain  matters  relating  to the  federal  securities  and  income tax laws in
connection with the Contracts.

Distributor
-------------------------------------------------------------------------------

USAllianz  Investor  Services,  LLC (formerly  NALAC  Financial  Plans,  LLC), a
subsidiary of the Insurance Company, acts as the distributor. The offering is on
a continuous basis.

Reduction or Elimination of the
Contingent Deferred Sales Charge
-------------------------------------------------------------------------------

The amount of the  contingent  deferred  sales  charge on the  Contracts  may be
reduced or eliminated  when sales of the Contracts are made to individuals or to
a group of  individuals  in a manner that results in savings of sales  expenses.
The  entitlement to a reduction of the contingent  deferred sales charge will be
determined by the Insurance Company after examination of the following  factors:
1) the size of the group; 2) the total amount of Purchase  Payments  expected to
be received  from the group;  3) the nature of the group for which the Contracts
are purchased,  and the  persistency  expected in that group; 4) the purpose for
which the  Contracts are purchased and whether that purpose makes it likely that
expenses  will be reduced;  and 5) any other  circumstances  which the Insurance
Company  believes  to be  relevant  to  determining  whether  reduced  sales  or
administrative  expenses may be expected.  None of the reductions in charges for
sales is contractually guaranteed.

The contingent  deferred  sales charge may be eliminated  when the Contracts are
issued to an officer,  director or employee of the  Insurance  Company or any of
its  affiliates.  The  contingent  deferred  sales  charge  may  be  reduced  or
eliminated when the Contract is sold by an agent of the Insurance Company to any
members of his or her immediate family and the commission is waived. In no event
will any reduction or  elimination  of the  contingent  deferred sales charge be
permitted where the reduction or elimination will be unfairly  discriminatory to
any person.

Calculation of Performance Data
------------------------------------------------------------------------------

Total Return

From time to time, the Insurance  Company may advertise the performance data for
the  Variable  Options  in  sales   literature,   advertisements,   personalized
hypothetical  illustrations,  and Contract Owner communications.  Such data will
show the  percentage  change in the value of an  Accumulation  Unit based on the
performance  of a Portfolio  over a stated period of time which is determined by
dividing the increase (or  decrease) in value for that unit by the  Accumulation
Unit value at the beginning of the period.

Any such  performance  data will include total return figures for the one, five,
and ten year (or since  inception)  time  periods  indicated.  Such total return
figures will reflect the deduction of the  mortality and expense risk charge,
the  administrative  charge,  the  operating  expenses  of  the  underlying
Portfolios  and any  applicable  contingent  deferred  sales charge and contract
maintenance charge ("Standardized Total Return").  The contingent deferred sales
charge and contract  maintenance  charge  deductions are  calculated  assuming a
Contract is surrendered at the end of the reporting period. Standardized total
return figures will be shown assuming no benefits were selected (no Bonuses and
no GMIB) as well as assuming all benefits were selected (Immediate Bonus,
Loyalty Bonus and GMIB).

The hypothetical  value of a Contract  purchased for the time periods  described
will be determined by using the actual  Accumulation  Unit values for an initial
$1,000  Purchase  Payment,  and deducting any  applicable  contract  maintenance
charges and any  applicable  contingent  deferred sales charges to arrive at the
ending hypothetical value. The average annual total return is then determined by
computing the fixed interest rate that a $1,000  Purchase  Payment would have to
earn annually, compounded annually, to grow to the hypothetical value at the end
of the time periods described. The formula used in these calculations is:

                                  P(1+T)n = ERV

where:

P  = a hypothetical initial payment of $1,000;

T  = average annual total return;

n  = number of years;

ERV = ending  redeemable  value of a  hypothetical  $1,000  payment  made at the
beginning  of the  time  periods  used  at the  end of  such  time  periods  (or
fractional portion thereof).

The  Insurance  Company  may  also  advertise  performance  data  which  will be
calculated in the same manner as described  above but which will not reflect the
deduction of the contingent  deferred sales charge and the contract  maintenance
charge.  The Insurance  Company may also advertise  cumulative and average total
return  information over different periods of time. The Company may also present
performance information computed on a different basis  ("Non-Standardized  Total
Return").

Cumulative  total  return is  calculated  in a similar  manner,  except that the
results  are not  annualized.  Each  calculation  assumes  that no sales load is
deducted  from the initial  $1,000  payment at the time it is  allocated  to the
Portfolios and assumes that the income earned by the investment in the Portfolio
is reinvested.

Contract  Owners should note that  investment  results will fluctuate over time,
and any  presentation of total return for any period should not be considered as
a representation of what an investment may earn or what a Contract Owner's total
return may be in any future period.

Yield

The Franklin  Money Market  Fund.  The  Insurance  Company may  advertise  yield
information for the Franklin Money Market Fund. The Franklin Money Market Fund's
current yield may vary each day, depending upon, among other things, the average
maturity of the  underlying  Portfolio's  investment  securities  and changes in
interest rates,  operating expenses,  the deduction of the mortality and expense
risk charge, the administrative  charge and the contract maintenance charge and,
in  certain  instances,  the  value  of the  underlying  Portfolio's  investment
securities.  The fact that the Portfolio's current yield will fluctuate and that
the principal is not guaranteed  should be taken into  consideration  when using
the Portfolio's current yield as a basis for comparison with savings accounts or
other  fixed-yield  investments.  The  yield  at  any  particular  time  is  not
indicative of what the yield may be at any other time.

The Franklin  Money  Market  Fund's  current  yield is computed on a base period
return of a hypothetical Contract having a beginning balance of one Accumulation
Unit for a  particular  period of time  (generally  seven  days).  The return is
determined by dividing the net change (exclusive of any capital changes) in such
Accumulation  Unit by its beginning  value,  and then multiplying it by 365/7 to
get the annualized  current yield.  The  calculation of net change  reflects the
value of additional  shares  purchased with the dividends paid by the Portfolio,
and the deduction of the mortality and expense risk charge,  the  administrative
charge and contract maintenance charge. The effective yield reflects the effects
of compounding  and represents an  annualization  of the current return with all
dividends reinvested.

(Effective yield = [(Base Period Return + 1)365/7] - 1.)


For the seven-day  period ending on _________, 2000, the Franklin Money Market
Sub-Account  had a current yield of 4.21% and an effective  yield of ____%.  The
yield  information  assumes  that the Contract  Sub-Account  was invested in the
Franklin Money Market Fund for the time period shown.


Other  Variable  Options.  The  Insurance  Company may also quote yield in sales
literature,   advertisements,   personalized  hypothetical  illustrations,   and
Contract  Owner  communications  for the other Variable  Options.  Each Variable
Options  (other than the Franklin  Money Market Fund) will publish  standardized
total return information with any quotation of current yield.

The yield  computation is determined by dividing the net  investment  income per
Accumulation  Unit  earned  during  the  period  (minus  the  deduction  for the
mortality   and  expense  risk  charge,   administrative   charge  and  contract
maintenance charge) by the Accumulation Unit value on the last day of the period
and annualizing the resulting figure, according to the following formula:

                                 6
        Yield =       2[(a-b + 1)  - 1]
                          --
                         cd

where:

a = net  investment  income  earned  during the period by the  Variable  Options
    attributable to shares owned by the Portfolio;

b  = expenses accrued for the period (net of reimbursements);

c = the  average  daily  number of  Accumulation  Units  outstanding  during the
    period;

d = the  maximum  offering  price per  Accumulation  Unit on the last day of the
    period.

The above  formula will be used in  calculating  quotations  of yield,  based on
specified  30-day  periods (or one month)  identified  in the sales  literature,
advertisement,  or communication.  Yield calculations  assume no sales load. The
Insurance  Company  does  not  currently  advertise  yield  information  for any
Variable Option (other than the Franklin Money Market Fund).

Performance Ranking

Total return may be compared to relevant  indices,  including U.S.  domestic and
international indices and data from Lipper Analytical Services, Inc., Standard &
Poor's  Indices,  or VARDS(R).  From time to time,  evaluation of performance by
independent sources may also be used.

Performance Information

In  order  to  show  how  investment   performance  of  the  Portfolios  affects
Accumulation Unit values, the following performance information was developed.


Effective May 1, 2000, the Templeton  International  Securities  Fund (a fund of
Templeton Variable Products Series Fund) merged into the Templeton International
Equity Fund. The  performance  shown in the charts below reflects the historical
performance of the Templeton  International  Equity Fund. Effective May 1, 2000,
the Templeton  Developing  Markets Securities Fund (a fund of Templeton Variable
Series Products Fund) merged into the Templeton  Developing Markets Equity Fund.
The performance shown in the charts below reflects the historical performance of
the  Templeton  Developing  Markets  Equity  Fund.  Effective  May 1, 2000,  the
Templeton Asset Strategy Fund (a fund of Templeton  Variable Series Fund) merged
into the Templeton Global Asset  Allocation  Fund. The performance  shown in the
charts below reflects the historical  performance of the Templeton  Global Asset
Allocation Fund.

The charts  below show  Accumulation  Unit  performance  which  assumes that the
Accumulation Units were invested in each of the Portfolios for the same periods.
The  performance  figures  in  Table I  represent  performance  figures  for the
Accumulation  Units which  reflects the  deduction of the  mortality and expense
risk  charge,   administrative   charge,  and  the  operating  expenses  of  the
Portfolios.  Table  II and  Table  III  represent  performance  figures  for the
Accumulation  Units  which  reflects  the  mortality  and expense  risk  charge,
administrative  charge, the contract  maintenance charge, the operating expenses
of the  Portfolios  and  assumes  that you make a  withdrawal  at the end of the
period (therefore the contingent  deferred sales charge is reflected).  Table II
assumes no benefits (no Bonuses and no GMIB) were selected and Table III assumes
all benefits  (Immediate  Bonus,  Loyalty  Bonus and GMIB) were  selected.  Past
performance does not guarantee future results.

<TABLE>
<CAPTION>
Valuemark IV Plus
Table I:  Total Return for the periods ended ____________, 2000

---------------------------------------------------------------------------------------------------------------------------
                                            Sub-Account
                                             Inception        One         Three       Five            Ten           Since
Variable Option                                Date          Year         Years       Years          Years        Inception
---------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>           <C>           <C>          <C>          <C>             <C>
AIM V.I. Growth                               11/12/99           %        _____%       _____%       _____%          _____%
Alger American Growth                         11/12/99           %        _____%       _____%       _____%          _____%
Alger American Leveraged AllCap               11/12/99      _____%        _____%       _____%       _____%          _____%
Franklin Global Communications
   Securities, Class 1                        1/24/89       _____%**      _____%       _____%       _____%          _____%
Franklin Global Health Care Securities,
  Class 1                                      5/1/98       _____%        _____%       _____%       _____%          _____%
Franklin Growth and Income Securities,
  Class 1                                     1/24/89       _____%        _____%       _____%       _____%          _____%
Franklin High Income, Class 1                 1/24/89       _____%        _____%       _____%       _____%          _____%
Franklin Income Securities, Class 1           1/24/89       _____%        _____%       _____%       _____%          _____%
Franklin Large Cap Growth Securities,
  Class 1                                      5/1/96       _____%        _____%       _____%       _____%          _____%
Franklin Money Market, Class 1                1/24/89       _____%        _____%       _____%       _____%          _____%
Franklin Natural Resources Securities,
  Class 1                                     1/24/89       _____%        _____%       _____%       _____%          _____%
Franklin Real Estate, Class 1                 1/24/89       _____%        _____%       _____%       _____%          _____%
Franklin Rising Dividends Securities,
  Class 1                                     1/27/92       _____%        _____%       _____%       _____%          _____%
Franklin Small Cap, Class 1                  11/01/95       _____%**      _____%       _____%       _____%          _____%
Franklin S&P 500 Index, Class 1              11/12/99       _____%        _____%       _____%       _____%          _____%
Franklin U.S. Government, Class 1             3/14/89       _____%        _____%       _____%       _____%          _____%
Franklin Value Securities, Class 1             5/1/98       _____%        _____%       _____%       _____%          _____%
Franklin Zero Coupon - 2000, Class 1          3/14/89       _____%        _____%       _____%       _____%          _____%
Franklin Zero Coupon - 2005, Class 1          3/14/89       _____%        _____%       _____%       _____%          _____%
Franklin Zero Coupon - 2010, Class 1          3/14/89       _____%        _____%       _____%       _____%          _____%
Mutual Discovery Securities, Class 1         11/08/96       _____%        _____%       _____%       _____%          _____%
Mutual Shares Securities, Class 1            11/08/96       _____%        _____%       _____%       _____%          _____%
Templeton Asset Strategy, Class 1              5/1/95       _____%        _____%       _____%       _____%          _____%
Templeton Developing Markets Securities,
  Class 1                                     3/15/94       _____%        _____%       _____%       _____%          _____%
Templeton Global Income Securities, Class 1   1/24/89       _____%        _____%       _____%       _____%          _____%
Templeton Growth Securities, Class 1          3/15/94       _____%        _____%       _____%       _____%          _____%
Templeton International Securities, Class 1   1/27/92       _____%        _____%       _____%       _____%          _____%
Templeton International
   Smaller Companies, Class 1                 5/01/96       _____%        _____%       _____%       _____%          _____%
Templeton Pacific Growth Securities,
  Class 1                                     1/27/92       _____%        _____%       _____%       _____%          _____%
USAllianz VIP Diversified Assets             11/12/99       _____%        _____%       _____%       _____%          _____%
USAllianz VIP Fixed Income                   11/12/99          __%        _____%       _____%       _____%          _____%
USAllianz VIP Growth                         11/12/99       _____%        _____%       _____%       _____%          _____%

</TABLE>

<TABLE>
<CAPTION>


Table II:  Total Return for the periods ended ___________, 2000

---------------------------------------------------------------------------------------------------------------------------
                                            Sub-Account
                                             Inception         One        Three         Five           Ten          Since
Variable Option                                Date           Year        Years         Years         Years       Inception
---------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>          <C>           <C>           <C>          <C>             <C>
AIM V.I. Growth                               11/12/99      _____%        _____%       _____%       _____%          _____%
Alger American Growth                         11/12/99      _____%        _____%       _____%       _____%          _____%
Alger American Leveraged AllCap               11/12/99      _____%        _____%       _____%       _____%          _____%
Franklin Global Communications
   Securities, Class 1                        1/24/89       _____%**      _____%       _____%       _____%          _____%
Franklin Global Health Care Securities,
  Class 1                                      5/1/98       _____%        _____%       _____%       _____%          _____%
Franklin Growth and Income Securities,
  Class 1                                     1/24/89       _____%        _____%       _____%       _____%          _____%
Franklin High Income, Class 1                 1/24/89       _____%        _____%       _____%       _____%          _____%
Franklin Income Securities, Class 1           1/24/89       _____%        _____%       _____%       _____%          _____%
Franklin Large Cap Growth Securities,
  Class 1                                      5/1/96       _____%        _____%       _____%       _____%          _____%
Franklin Money Market, Class 1                1/24/89       _____%        _____%       _____%       _____%          _____%
Franklin Natural Resources Securities,
  Class 1                                     1/24/89       _____%        _____%       _____%       _____%          _____%
Franklin Real Estate, Class 1                 1/24/89       _____%        _____%       _____%       _____%          _____%
Franklin Rising Dividends Securities,
  Class 1                                     1/27/92       _____%        _____%       _____%       _____%          _____%
Franklin Small Cap, Class 1                  11/01/95       _____%**      _____%       _____%       _____%          _____%
Franklin S&P 500 Index, Class 1              11/12/99       _____%        _____%       _____%       _____%          _____%
Franklin U.S. Government, Class 1             3/14/89       _____%        _____%       _____%       _____%          _____%
Franklin Value Securities, Class 1             5/1/98       _____%        _____%       _____%       _____%          _____%
Franklin Zero Coupon - 2000, Class 1          3/14/89       _____%        _____%       _____%       _____%          _____%
Franklin Zero Coupon - 2005, Class 1          3/14/89       _____%        _____%       _____%       _____%          _____%
Franklin Zero Coupon - 2010, Class 1          3/14/89       _____%        _____%       _____%       _____%          _____%
Mutual Discovery Securities, Class 1         11/08/96       _____%        _____%       _____%       _____%          _____%
Mutual Shares Securities, Class 1            11/08/96       _____%        _____%       _____%       _____%          _____%
Templeton Asset Strategy, Class 1              5/1/95       _____%        _____%       _____%       _____%          _____%
Templeton Developing Markets Securities,
  Class 1                                     3/15/94       _____%        _____%       _____%       _____%          _____%
Templeton Global Income Securities, Class 1   1/24/89       _____%        _____%       _____%       _____%          _____%
Templeton Growth Securities, Class 1          3/15/94       _____%        _____%       _____%       _____%          _____%
Templeton International Securities, Class 1   1/27/92       _____%        _____%       _____%       _____%          _____%
Templeton International
   Smaller Companies, Class 1                 5/01/96       _____%        _____%       _____%       _____%          _____%
Templeton Pacific Growth Securities,
  Class 1                                     1/27/92       _____%        _____%       _____%       _____%          _____%
USAllianz VIP Diversified Assets             11/12/99       _____%        _____%       _____%       _____%          _____%
USAllianz VIP Fixed Income                   11/12/99       _____%        _____%       _____%       _____%          _____%
USAllianz VIP Growth                         11/12/99       _____%        _____%       _____%       _____%          _____%

</TABLE>

<TABLE>
<CAPTION>

Table III:  Total Return for the periods ended ___________, 2000

---------------------------------------------------------------------------------------------------------------------------
                                            Sub-Account
                                             Inception         One        Three         Five           Ten          Since
Variable Option                                Date           Year        Years         Years         Years       Inception
---------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>          <C>           <C>           <C>          <C>             <C>
AIM V.I. Growth                              11/12/99       _____%        _____%       _____%       _____%          _____%
Alger American Growth                        11/12/99       _____%        _____%       _____%       _____%          _____%
Alger American Leveraged AllCap              11/12/99       _____%        _____%       _____%       _____%          _____%
Franklin Global Communications
   Securities, Class 1                        1/24/89       _____%**      _____%       _____%       _____%          _____%
Franklin Global Health Care Securities,
  Class 1                                      5/1/98       _____%        _____%       _____%       _____%          _____%
Franklin Growth and Income Securities,
  Class 1                                     1/24/89       _____%        _____%       _____%       _____%          _____%
Franklin High Income, Class 1                 1/24/89       _____%        _____%       _____%       _____%          _____%
Franklin Income Securities, Class 1           1/24/89       _____%        _____%       _____%       _____%          _____%
Franklin Large Cap Growth Securities,
  Class 1                                      5/1/96       _____%        _____%       _____%       _____%          _____%
Franklin Money Market, Class 1                1/24/89       _____%        _____%       _____%       _____%          _____%
Franklin Natural Resources Securities,
  Class 1                                     1/24/89       _____%        _____%       _____%       _____%          _____%
Franklin Real Estate, Class 1                 1/24/89       _____%        _____%       _____%       _____%          _____%
Franklin Rising Dividends Securities,
  Class 1                                     1/27/92       _____%        _____%       _____%       _____%          _____%
Franklin Small Cap, Class 1                  11/01/95       _____%**      _____%       _____%       _____%          _____%
Franklin S&P 500 Index, Class 1              11/12/99       _____%        _____%       _____%       _____%          _____%
Franklin U.S. Government, Class 1             3/14/89       _____%        _____%       _____%       _____%          _____%
Franklin Value Securities, Class 1             5/1/98       _____%        _____%       _____%       _____%          _____%
Franklin Zero Coupon - 2000, Class 1          3/14/89       _____%        _____%       _____%       _____%          _____%
Franklin Zero Coupon - 2005, Class 1          3/14/89       _____%        _____%       _____%       _____%          _____%
Franklin Zero Coupon - 2010, Class 1          3/14/89       _____%        _____%       _____%       _____%          _____%
Mutual Discovery Securities, Class 1         11/08/96       _____%        _____%       _____%       _____%          _____%
Mutual Shares Securities, Class 1            11/08/96       _____%        _____%       _____%       _____%          _____%
Templeton Asset Strategy, Class 1              5/1/95       _____%        _____%       _____%       _____%          _____%
Templeton Developing Markets Securities,
  Class 1                                     3/15/94       _____%        _____%       _____%       _____%          _____%
Templeton Global Income Securities, Class 1   1/24/89       _____%        _____%       _____%       _____%          _____%
Templeton Growth Securities, Class 1          3/15/94       _____%        _____%       _____%       _____%          _____%
Templeton International Securities, Class 1   1/27/92       _____%        _____%       _____%       _____%          _____%
Templeton International
   Smaller Companies, Class 1                 5/01/96       _____%        _____%       _____%       _____%          _____%
Templeton Pacific Growth Securities,
  Class 1                                     1/27/92       _____%        _____%       _____%       _____%          _____%
USAllianz VIP Diversified Assets             11/12/99       _____%        _____%       _____%       _____%          _____%
USAllianz VIP Fixed Income                   11/12/99       _____%        _____%       _____%       _____%          _____%
USAllianz VIP Growth Sub-Accounts            11/12/99       _____%        _____%       _____%       _____%          _____%


</TABLE>

** Recently, many individual stocks and sectors, such as technology, have
significantly exceeded historical norms; investors should generally not
expect such large gains to continue.

The Franklin  Aggressive  Growth Securities and Franklin  Technology  Securities
Sub-Accounts commenced operations on May 1, 2000.  Therefore no performance is
shown for these Portfolios.

Federal Tax Status
--------------------------------------------------------------------------------

Note:  The  following   description  is  based  upon  the  Insurance   Company's
understanding  of current  federal  income tax law  applicable  to  annuities in
general.  The Insurance  Company cannot predict the probability that any changes
in such laws will be made. Purchasers are cautioned to seek competent tax advice
regarding  the  possibility  of such  changes.  The  Insurance  Company does not
guarantee  the tax status of the  Contracts.  Purchasers  bear the complete risk
that the  Contracts  may not be treated as  "annuity  contracts"  under  federal
income tax laws. It should be further  understood that the following  discussion
is not exhaustive and that special rules not described  herein may be applicable
in certain  situations.  Moreover,  no  attempt  has been made to  consider  any
applicable state or other tax laws.

General

Section 72 of the Internal  Revenue Code of 1986,  as amended  ("Code")  governs
taxation of annuities in general.  A Contract Owner is not taxed on increases in
the value of a Contract until distribution occurs,  either in the form of a lump
sum payment or as annuity payments under the Annuity Option elected.  For a lump
sum payment received as a total surrender  (total  redemption) or death benefit,
the recipient is taxed on the portion of the payment that exceeds the cost basis
of the Contract. For Non-Qualified  Contracts,  this cost basis is generally the
purchase payments, while for Qualified Contracts there may be no cost basis. The
taxable portion of the lump sum payment is taxed at ordinary income tax rates.

For annuity payments, a portion of each payment in excess of an exclusion amount
is includible in taxable  income.  The exclusion  amount for payments based on a
fixed annuity option is determined by multiplying  the payment by the ratio that
the cost  basis of the  Contract  (adjusted  for any  period  certain  or refund
feature) bears to the expected return under the Contract.  The exclusion  amount
for payments  based on a variable  annuity  option is determined by dividing the
cost basis of the Contract (adjusted for any period certain or refund guarantee)
by the number of years over which the annuity is  expected to be paid.  Payments
received after the investment in the Contract has been recovered  (i.e. when the
total of the excludible  amounts equal the investment in the Contract) are fully
taxable.  The taxable  portion is taxed at ordinary  income  rates.  For certain
types of Qualified  Plans there may be no cost basis in the Contract  within the
meaning of Section 72 of the Code. Contract Owners, annuitants and beneficiaries
under  the  Contracts  should  seek  competent  financial  advice  about the tax
consequences of any distributions.

The Insurance  Company is taxed as a life insurance  company under the Code. For
federal income tax purposes,  the Separate Account is not a separate entity from
the Insurance Company, and its operations form a part of the Insurance Company.

Diversification

Section  817(h) of the Code  imposes  certain  diversification  standards on the
underlying  assets of  variable  annuity  contracts.  The Code  provides  that a
variable  annuity  contract  will not be treated as an annuity  contract for any
period (and any subsequent  period) for which the investments are not adequately
diversified  in  accordance  with  regulations  prescribed  by the United States
Treasury Department ("Treasury Department"). Disqualification of the Contract as
an annuity  contract  would result in  imposition  of federal  income tax to the
Contract  Owner with respect to earnings  allocable to the Contract prior to the
receipt  of  payments  under  the  Contract.  The Code  contains  a safe  harbor
provision  which provides that annuity  contracts such as the Contracts meet the
diversification  requirements if, as of the end of each quarter,  the underlying
assets meet the diversification standards for a regulated investment company and
no more than fifty-five  percent (55%) of the total assets consist of cash, cash
items, U.S. government  securities and securities of other regulated  investment
companies.

On March 2, 1989,  the  Treasury  Department  issued  regulations  (Treas.  Reg.
1.817-5)  which  established  diversification  requirements  for the  investment
portfolios underlying variable contracts such as the Contracts.  The regulations
amplify the diversification requirements for variable contracts set forth in the
Code and provide an alternative to the safe harbor  provision  described  above.
Under  the  regulations,  an  investment  portfolio  will be  deemed  adequately
diversified  if:  (1) no more than 55% of the  value of the total  assets of the
portfolio  is  represented  by any one  investment;  (2) no more than 70% of the
value  of  the  total  assets  of  the  portfolio  is  represented  by  any  two
investments;  (3) no more  than 80% of the  value  of the  total  assets  of the
portfolio is represented by any three  investments;  and (4) no more than 90% of
the  value of the total  assets  of the  portfolio  is  represented  by any four
investments.

The  Code  provides  that  for  purposes  of  determining  whether  or  not  the
diversification standards imposed on the underlying assets of variable contracts
by Section  817(h) of the Code have been met,  "each  United  States  government
agency or instrumentality  shall be treated as a separate issuer." The Insurance
Company intends that all Portfolios  underlying the Contracts will be managed by
the investment advisers in such a manner as to comply with these diversification
requirements.

The Treasury  Department has indicated that the  diversification  Regulations do
not provide guidance regarding the circumstances in which Contract Owner control
of the  investments of the Separate  Account will cause the Contract Owner to be
treated as the owner of the assets of the Separate Account, thereby resulting in
the loss of favorable tax treatment for the Contract.  At this time it cannot be
determined whether  additional  guidance will be provided and what standards may
be contained in such guidance.

The amount of Contract  Owner control which may be exercised  under the Contract
is different in some respects from the situations addressed in published rulings
issued by the  Internal  Revenue  Service  in which it was held that the  policy
owner was not the owner of the  assets of the  separate  account.  It is unknown
whether  these  differences,  such as the Contract  Owner's  ability to transfer
among investment choices or the number and type of investment choices available,
would cause the Contract  Owner to be  considered  as the owner of the assets of
the Separate  Account  resulting in the  imposition of federal income tax to the
Contract  Owner with  respect to earnings  allocable  to the  Contract  prior to
receipt of payments under the Contract.

In the event any forthcoming guidance or ruling is considered to set forth a new
position,  such guidance or ruling will generally be applied only prospectively.
However,  if such  ruling  or  guidance  was not  considered  to set forth a new
position, it may be applied retroactively  resulting in the Contract Owner being
retroactively  determined to be the owner of the assets of the Separate Account.
Due to the uncertainty in this area, the Insurance Company reserves the right to
modify the Contract in an attempt to maintain favorable tax treatment.

Multiple Contracts

The Code provides that multiple non-qualified annuity contracts which are issued
within a calendar year period to the same  contract  owner by one company or its
affiliates are treated as one annuity  contract for purposes of determining  the
tax consequences of any  distribution.  Such treatment may result in adverse tax
consequences, including more rapid taxation of the distributed amounts from such
combination  of contracts.  For purposes of this rule,  contracts  received in a
Section 1035  exchange  will be  considered  issued in the year of the exchange.
Contract  Owners should consult a tax adviser prior to purchasing  more than one
non-qualified annuity contract in any calendar year period.

Partial 1035 Exchanges

Section 1035 of the Code provides that an annuity contract may be exchanged in
a tax-free transaction for another annuity contract.  Historically, it was
presumed that only the exchange of an entire contract, as opposed to a
partial exchange, would be accorded tax-free status.  In 1998 in CONWAY VS.
COMMISSIONER, the Tax Court held that the direct transfer of a portion of
an annuity contract into another annuity contract qualified as a non-taxable
exchange.  On November 22, 1999, the Internal Revenue Service filed an Action
on Decision which indicated that it acquiesced in the Tax Court decision in
CONWAY.  However, in its acquiescence with the decision of the Tax Court, the
Internal Revenue Service stated that it will challenge transactions where
taxpayers enter into a series of partial exchanges and annuitizations as part
of a design to avoid application of the 10% premature distribution penalty or
other limitations imposed on annuity contracts under the Code.  In the absence
of further guidance from the Internal Revenue Service it is unclear what
specific types of partial exchange designs and transactions will be challenged
by the Internal Revenue Service.  Due to the uncertainty in this area owners
should consult their own tax advisers prior to entering into a partial exchange
of an annuity contract.

Contracts Owned by Other
than Natural Persons

Under Section 72(u) of the Code,  the investment  earnings on purchase  payments
for the Contracts will be taxed  currently to the Contract Owner if the Owner is
a non-natural  person,  e.g., a  corporation  or certain  other  entities.  Such
Contracts  generally  will not be treated as  annuities  for federal  income tax
purposes. However, this treatment is not applied to Contracts held by a trust or
other entity as an agent for a natural person nor to Contracts held by qualified
plans.  Purchasers  should  consult  their own tax  counsel or other tax adviser
before purchasing a Contract to be owned by a non-natural person.

Tax Treatment of Assignments

An assignment or pledge of a Contract may be a taxable  event.  Contract  Owners
should  therefore  consult  competent tax advisers should they wish to assign or
pledge their Contracts. Death Benefits

Any death benefits paid under the Contract are taxable to the  beneficiary.  The
rules governing the taxation of payments from an annuity contract,  as discussed
above,  generally  apply to the payment of death  benefits and depend on whether
the death benefits are paid as a lump sum or as annuity  payments.  Estate taxes
may also apply.

Income Tax Withholding

All distributions or the portion thereof which is includible in the gross income
of the Contract Owner are subject to federal income tax withholding.  Generally,
amounts are withheld from periodic payments at the same rate as wages and at the
rate of 10% from  non-periodic  payments.  However,  the Contract Owner, in most
cases,  may elect not to have taxes  withheld or to have  withholding  done at a
different rate.

Certain  distributions  from  retirement  plans  qualified  under Section 401 or
Section  403(b)  of the Code,  which are not  directly  rolled  over to  another
eligible  retirement  plan  or  individual   retirement  account  or  individual
retirement  annuity,  are subject to a  mandatory  20%  withholding  for federal
income tax. The 20% withholding  requirement  generally does not apply to: (a) a
series of  substantially  equal  payments made at least annually for the life or
life expectancy of the participant or joint and last survivor  expectancy of the
participant and a designated beneficiary,  or for a specified period of 10 years
or more; or (b) distributions which are required minimum  distributions;  or (c)
the portion of the distributions not includible in gross income (i.e. returns of
after-tax  contributions);  or (d)  hardship  withdrawals.  Participants  should
consult  their  own tax  counsel  or other  tax  adviser  regarding  withholding
requirements.

Tax Treatment of Withdrawals -
Non-Qualified Contracts

Section  72  of  the  Code  governs  treatment  of  distributions  from  annuity
contracts. It provides that if the contract value exceeds the aggregate purchase
payments made, any amount  surrendered  will be treated as coming first from the
earnings and then,  only after the income  portion is exhausted,  as coming from
the principal.  Withdrawn  earnings are  includable in gross income.  It further
provides that a ten percent  (10%)  penalty will apply to the income  portion of
any distribution.  However, the penalty is not imposed on amounts received:  (a)
after the  taxpayer  reaches  age 59 1/2 ; (b)  after the death of the  Contract
Owner; (c) if the taxpayer is totally  disabled (for this purpose  disability is
as defined in Section  72(m)(7) of the Code);  (d) in a series of  substantially
equal periodic  payments made not less frequently than annually for the life (or
life  expectancy)  of the  taxpayer  or for  the  joint  lives  (or  joint  life
expectancies)  of the  taxpayer  and his  beneficiary;  (e)  under an  immediate
annuity;  or (f) which are  allocable to purchase  payments made prior to August
14, 1982.

With  respect  to (d)  above,  if the  series of  substantially  equal  periodic
payments is modified  before the later of your  attaining  age 59 1/2 or 5 years
from the date of the first  periodic  payment,  then the tax for the year of the
modification  is  increased  by an amount equal to the tax which would have been
imposed (the 10% penalty tax) but for the  exception,  plus interest for the tax
years in which the exception was used.

The above information does not apply to Qualified Contracts.  However,  separate
tax withdrawal penalties and restrictions may apply to such Qualified Contracts.
(See "Tax Treatment of Withdrawals"- Qualified Contracts.")

Qualified Plans


The  Contracts  offered by the  Prospectus  are  designed to be suitable for use
under various types of Qualified Plans.  Because of the minimum purchase payment
requirements,  these Contracts may not be appropriate for some periodic  payment
retirement  plans.  Taxation of  participants in each Qualified Plan varies with
the type of plan and  terms  and  conditions  of each  specific  plan.  Contract
Owners,  Annuitants  and  beneficiaries  are  cautioned  that  benefits  under a
Qualified Plan may be subject to the terms and conditions of the plan regardless
of the terms and conditions of the Contracts  issued  pursuant to the plan. Some
retirement plans are subject to distribution and other requirements that are not
incorporated into the Insurance Company's administrative procedures. The Company
is not bound by the terms and  conditions of such plans to the extent such terms
conflict with the terms of a Contract,  unless the Company specifically consents
to be bound. Contract Owners, participants and beneficiaries are responsible for
determining  that  contributions,  distributions  and  other  transactions  with
respect to the Contracts comply with applicable law.

A Qualified  Contract will not provide any necessary or additional  tax deferral
if it is used to fund a  Qualified  Plan  that  is tax  deferred.  However,  the
Contract has features and benefits  other than tax deferral  that may make it an
appropriate  investment for a Qualified Plan. Following are general descriptions
of the types of  Qualified  Plans with  which the  Contracts  may be used.  Such
descriptions are not exhaustive and are for general informational purposes only.
The tax rules regarding Qualified Plans are very complex and will have differing
applications,  depending on individual facts and  circumstances.  Each purchaser
should obtain competent tax advice prior to purchasing a Contract issued under a
Qualified Plan.


On July 6, 1983,  the Supreme  Court decided in Arizona  Governing  Committee v.
Norris that optional  annuity  benefits  provided  under an employer's  deferred
compensation  plan could not,  under Title VII of the Civil  Rights Act of 1964,
vary  between men and women.  The  Contracts  sold by the  Insurance  Company in
connection  with  Qualified  Plans  will  utilize  annuity  tables  which do not
differentiate  on the basis of sex.  Such annuity  tables will also be available
for use in connection with certain non-qualified deferred compensation plans.

Contracts  issued  pursuant  to  Qualified  Plans  include  special   provisions
restricting Contract provisions that may otherwise be available and described in
this Statement of Additional Information.  Generally,  Contracts issued pursuant
to Qualified Plans are not transferable  except upon surrender or annuitization.
Various  penalty and excise taxes may apply to  contributions  or  distributions
made in violation of applicable  limitations.  Furthermore,  certain  withdrawal
penalties and restrictions  may apply to withdrawals  from Qualified  Contracts.
(See "Tax Treatment of Withdrawals - Qualified Contracts.")

a. Tax-Sheltered Annuities

Section 403(b) of the Code permits the purchase of "tax-sheltered  annuities" by
public schools and certain charitable,  educational and scientific organizations
described in Section 501(c)(3) of the Code. These qualifying  employers may make
contributions  to the  Contracts  for  the  benefit  of  their  employees.  Such
contributions  are not  includible in the gross income of the employee until the
employee receives  distributions from the Contract.  The amount of contributions
to the tax-sheltered annuity is limited to certain maximums imposed by the Code.
Furthermore, the Code sets forth additional restrictions governing such items as
transferability,  distributions,  nondiscrimination  and withdrawals.  (See "Tax
Treatment of Withdrawals - Qualified  Contracts" and "Tax-Sheltered  Annuities -
Withdrawal  Limitations.") Employee loans are not allowed under these Contracts.
Any employee  should  obtain  competent  tax advice as to the tax  treatment and
suitability of such an investment.

b. Individual Retirement Annuities

Section  408(b) of the Code permits  eligible  individuals  to  contribute to an
individual  retirement  program  known  as an  "Individual  Retirement  Annuity"
("IRA"). Under applicable limitations,  certain amounts may be contributed to an
IRA which may be deductible from the individual's taxable income. These IRAs are
subject  to  limitations  on  eligibility,  contributions,  transferability  and
distributions. (See "Tax Treatment of Withdrawals - Qualified Contracts.") Under
certain conditions,  distributions from other IRAs and other Qualified Plans may
be rolled over or  transferred  on a  tax-deferred  basis into an IRA.  Sales of
Contracts for use with IRAs are subject to special  requirements  imposed by the
Code, including the requirement that certain  informational  disclosure be given
to persons desiring to establish an IRA. Purchasers of Contracts to be qualified
as Individual  Retirement Annuities should obtain competent tax advice as to the
tax treatment and suitability of such an investment.

Roth IRAs

Section  408A of the Code  provides  that  beginning  in 1998,  individuals  may
purchase  a new  type of  non-deductible  IRA,  known  as a Roth  IRA.  Purchase
payments  for a Roth IRA are limited to a maximum of $2,000 per year and are not
deductible from taxable income.  Lower maximum  limitations apply to individuals
with adjusted gross incomes  between  $95,000 and $110,000 in the case of single
taxpayers, between $150,000 and $160,000 in the case of married taxpayers filing
joint  returns,  and  between $0 and  $10,000  in the case of married  taxpayers
filing separately. An overall $2,000 annual limitation continues to apply to all
of a taxpayer's IRA contributions, including Roth IRA and non-Roth IRAs.

Qualified  distributions  from Roth IRAs are free from  federal  income  tax.  A
qualified  distribution requires that an individual has held the Roth IRA for at
least five years and, in addition,  that the  distribution  is made either after
the individual reaches age 59 1/2, on the individual's  death or disability,  or
as a qualified first-time home purchase,  subject to a $10,000 lifetime maximum,
for the individual, a spouse, child,  grandchild,  or ancestor. Any distribution
which is not a  qualified  distribution  is taxable to the extent of earnings in
the distribution. Distributions are treated as made from contributions first and
therefore no distributions are taxable until distributions  exceed the amount of
contributions  to the  Roth  IRA.  The  10%  penalty  tax and  the  regular  IRA
exceptions  to the 10%  penalty tax apply to taxable  distributions  from a Roth
IRA.

Amounts may be rolled over from one Roth IRA to another  Roth IRA.  Furthermore,
an  individual  may make a rollover  contribution  from a non-Roth IRA to a Roth
IRA,  unless the  individual  has  adjusted  gross  income over  $100,000 or the
individual is a married taxpayer filing a separate  return.  The individual must
pay tax on any portion of the IRA being rolled over that represents  income or a
previously  deductible  IRA  contribution.  However,  for rollovers in 1998, the
individual may pay that tax ratably over the four taxable year periods beginning
with tax year 1998.

Purchasers  of Contracts to be qualified as a Roth IRA should  obtain  competent
tax advice as to the tax treatment and suitability of such an investment.

c. Pension and Profit-Sharing Plans

Sections 401(a) and 401(k) of the Code permit employers, including self-employed
individuals, to establish various types of retirement plans for employees. These
retirement  plans may permit the purchase of the  Contracts to provide  benefits
under the Plan.  Contributions to the Plan for the benefit of employees will not
be includible  in the gross income of the employee  until  distributed  from the
Plan.  The tax  consequences  to  participants  may  vary,  depending  upon  the
particular Plan design. However, the Code places limitations and restrictions on
all Plans, including on such items as: amount of allowable contributions;  form,
manner and timing of  distributions;  transferability  of benefits;  vesting and
nonforfeitability   of   interests;   nondiscrimination   in   eligibility   and
participation;   and  the  tax  treatment  of  distributions   and  withdrawals.
Participant  loans are not allowed under the  Contracts  purchased in connection
with these Plans.  (See "Tax Treatment of  Withdrawals - Qualified  Contracts.")
Purchasers  of  Contracts  for use with Pension or  Profit-Sharing  Plans should
obtain  competent tax advice as to the tax treatment and  suitability of such an
investment.

Tax Treatment of Withdrawals -
Qualified Contracts


In the case of a withdrawal under a Qualified Contract, a ratable portion of the
amount  received is taxable,  generally  based on the ratio of the  individual's
cost basis to the individual's  total accrued benefit under the retirement plan.
Special tax rules may be available  for certain  distributions  from a Qualified
Contract.  Section  72(t) of the Code  imposes a 10%  penalty tax on the taxable
portion of any distribution from qualified retirement plans, including Contracts
issued and qualified under Code Sections 401 (Pension and Profit-Sharing Plans),
403(b)  (Tax-Sheltered  Annuities)  and  408  and  408A  (Individual  Retirement
Annuities).  To the extent  amounts are not  includible in gross income  because
they have been properly rolled over to an IRA or to another  eligible  Qualified
Plan,  no tax  penalty  will be imposed.  The tax penalty  will not apply to the
following  distributions:  (a) if  distribution  is made on or after the date on
which the Contract  Owner or Annuitant (as  applicable)  reaches age 59 1/2; (b)
distributions  following  the  death  or  disability  of the  Contract  Owner or
Annuitant (as applicable) (for this purpose  disability is as defined in Section
72(m)(7) of the Code); (c) after separation from service, distributions that are
part of  substantially  equal periodic  payments made not less  frequently  than
annually for the life (or life  expectancy)  of the Contract  Owner or Annuitant
(as applicable) or the joint lives (or joint life expectancies) of such Contract
Owner or Annuitant (as  applicable) and his or her designated  beneficiary;  (d)
distributions to a Contract Owner or Annuitant (as applicable) who has separated
from service after he or she has attained age 55; (e) distributions  made to the
Contract Owner or Annuitant (as applicable) to the extent such  distributions do
not exceed the amount  allowable  as a deduction  under Code  Section 213 to the
Contract Owner or Annuitant (as  applicable) for amounts paid during the taxable
year for medical care; (f) distributions  made to an alternate payee pursuant to
a qualified  domestic  relations order; (g) distributions  made on account of an
IRS levy upon the  Qualified  Contract;  (h)  distributions  from an  Individual
Retirement  Annuity  for the  purchase of medical  insurance  (as  described  in
Section  213(d)(1)(D)  of the  Code) for the  Contract  Owner or  Annuitant  (as
applicable)  and his or her  spouse  and  dependents  if the  Contract  Owner or
Annuitant (as applicable) has received unemployment compensation for at least 12
weeks (this  exception no longer  applies after the Contract  Owner or Annuitant
(as applicable) has been  re-employed for at least 60 days);  (i)  distributions
from an  Individual  Retirement  Annuity  made to the  Owner  or  Annuitant  (as
applicable) to the extent such  distributions do not exceed the qualified higher
education  expenses (as defined in Section 72(t)(7) of the Code) of the Owner or
Annuitant (as  applicable) for the taxable year; and (j)  distributions  from an
Individual  Retirement  Annuity made to the Owner or Annuitant  (as  applicable)
which are qualified  first-time home buyer  distributions (as defined in Section
72(t)(8) of the Code).  The exceptions  stated in items (d) and (f) above do not
apply in the case of an Individual  Retirement Annuity.  The exception stated in
item (c) applies to an Individual  Retirement  Annuity  without the  requirement
that there be a separation from service.


With  respect  to (c)  above,  if the  series of  substantially  equal  periodic
payments is modified  before the later of your  attaining  age 59 1/2 or 5 years
from the date of the first  periodic  payment,  then the tax for the year of the
modification  is  increased  by an amount equal to the tax which would have been
imposed (the 10% penalty tax) but for the  exception,  plus interest for the tax
years in which the exception was used.

Generally, distributions from a Qualified Plan must commence no later than April
1 of the  calendar  year  following  the  later  of:  (a) the year in which  the
employee  attains age 70 1/2,  or (b) the  calendar  year in which the  employee
retires.  The date set forth in (b) does not apply to an  Individual  Retirement
Annuity.  Required  distributions  must be over a period not  exceeding the life
expectancy  of the  individual  or the joint lives or life  expectancies  of the
individual  and  his or her  designated  beneficiary.  If the  required  minimum
distributions  are not made,  a 50%  penalty tax is imposed as to the amount not
distributed.

Tax-Sheltered Annuities - Withdrawal Limitations

The Code limits the withdrawal of amounts  attributable  to  contributions  made
pursuant to a salary  reduction  agreement (as defined in Section  403(b)(11) of
the Code) to circumstances only when the Contract Owner: (1) attains age 59 1/2;
(2) separates from service;  (3) dies; (4) becomes  disabled (within the meaning
of Section  72(m)(7)  of the  Code);  or (5) in the case of  hardship.  However,
withdrawals  for hardship are restricted to the portion of the Contract  Owner's
Contract Value which represents contributions by the Contract Owner and does not
include any investment results.  The limitations on withdrawals became effective
on January 1, 1989, and apply only to salary reduction  contributions made after
December 31,  1988,  and to income  attributable  to such  contributions  and to
income  attributable to amounts held as of December 31, 1988. The limitations on
withdrawals  do not affect  rollovers and transfers  between  certain  Qualified
Plans. Contract Owners should consult their own tax counsel or other tax adviser
regarding any distributions.

Annuity Provisions
-------------------------------------------------------------------------------

Fixed Annuity Payout

A fixed  annuity is an annuity with payments  which are  guaranteed as to dollar
amount by the Insurance  Company and do not vary with the investment  experience
of a Portfolio.  The Fixed  Account value on the day  immediately  preceding the
Income Date will be used to determine the Fixed  Annuity  monthly  payment.  The
monthly  Annuity  Payment will be based upon the  Contract  Value at the time of
annuitization,  the Annuity  Option  selected,  the age of the Annuitant and any
joint Annuitant and the sex of the Annuitant and joint Annuitant where allowed.

Variable Annuity Payout

A variable annuity is an annuity with payments which: (1) are not  predetermined
as to dollar amount; and (2) will vary in amount with the net investment results
of the applicable Portfolio(s).

Annuity Unit Value

On the Income  Date,  a fixed  number of  Annuity  Units  will be  purchased  as
follows:
The first Annuity Payment is equal to the Adjusted Contract Value, divided first
by $1,000 and then multiplied by the appropriate Annuity Payment amount for each
$1,000 of value for the Annuity  Option  selected.  In each  Portfolio the fixed
number of Annuity  Units is  determined  by  dividing  the amount of the initial
Annuity  Payment  determined for each Portfolio by the Annuity Unit value on the
Income Date.  Thereafter,  the number of Annuity Units in each Portfolio remains
unchanged unless the Contract Owner elects to transfer between  Portfolios.  All
calculations will appropriately reflect the Annuity Payment frequency selected.

On each subsequent Annuity Payment date, the total Annuity Payment is the sum of
the Annuity  Payments for each Portfolio.  The Annuity Payment in each Portfolio
is determined by multiplying  the number of Annuity Units then allocated to such
Portfolio by the Annuity Unit value for that Portfolio.

On each subsequent Valuation Date, the value of an Annuity Unit is determined in
the following way:

First:  The Net  Investment  Factor is determined as described in the Prospectus
under "Purchase - Accumulation Units."

Second: The value of an Annuity Unit for a Valuation Period is equal to:

a. the value of the Annuity Unit for the immediately preceding Valuation Period.

b. multiplied by the Net Investment Factor for the current Valuation Period;

c. divided by the Assumed Net  Investment  Factor (see below) for the  Valuation
   Period.

The Assumed Net  Investment  Factor is equal to one plus the Assumed  Investment
Return  which is used in  determining  the basis for the purchase of an Annuity,
adjusted to reflect the  particular  Valuation  Period.  The Assumed  Investment
Return that the Insurance Company will use is 5%. However, the Insurance Company
may agree to use a different value.

Mortality and Expense Risk Guarantee
--------------------------------------------------------------------------------

The Insurance Company  guarantees that the dollar amount of each Annuity Payment
after the first Annuity  Payment will not be affected by variations in mortality
and expense experience.

Financial Statements
-------------------------------------------------------------------------------


The audited consolidated financial statements of the Insurance Company as of and
for the year ended December 31, 1999,  included herein should be considered only
as bearing  upon the ability of the  Insurance  Company to meet its  obligations
under the Contracts. The audited financial statements of the Separate Account as
of and for the year ended December 31, 1999, are also included herein.

(Financial statements will be filed by Amendment)




                                    PART C
                              OTHER INFORMATION

Item 24.  Financial Statements and Exhibits

      a.  Financial Statements

          The financial statements of the Company and the Separate Account will
          be filed by Amendment.

      b. Exhibits

      1.   Resolution of Board of Directors of the Company authorizing the
           establishment  of  the  Variable  Account(1)
      2.   Not  Applicable
      3.a. Principal  Underwriter's  Agreement(2)
      3.b. General Agency Agreement(4)
      4.   Individual  Variable  Annuity  Contract
      4.a. Waiver  of  Contingent  Deferred  Sales  Charge  Endorsement(1)
      4.b. Enhanced  Death  Benefit  Endorsements(1)
      4.c. Immediate Bonus Endorsement
      4.d. Loyalty Bonus Endorsement
      4.e. Guaranteed Minimum Income Benefit Endorsement (Option 1)
      4.f. Guaranteed Minimum Income Benefit Endorsement (Option 2)
      5.   Application  for  Individual  Variable  Annuity  Contract
      6.   (i)   Copy  of  Articles  of  Incorporation of the Company(1)
           (ii)  Copy  of  the  Bylaws  of  the  Company(1)
      7.   Not  Applicable
      8.a. Form of Fund Participation Agreement between North American
           Life and Casualty Company and Franklin Valuemark Funds(1)
      8.b. Form of Fund Participation Agreement between AIM Variable
           Insurance Funds, Inc., Allianz Life Insurance Company of North
           America and NALAC Financial Plans LLC(3)
      8.c. Form of Fund Participation Agreement between The Alger American
           Fund, Allianz Life Insurance Company of North America and Fred
           Alger & Company, Incorporated(3)
      8.d. Form of Fund Participation Agreement between USAllianz Variable
           Insurance Products Trust, Allianz Life Insurance Company of
           North America and BISYS Fund Services Limited Partnership(3)
      9.   Opinion  and  Consent  of  Counsel (to be filed by amendment)
     10.   Independent  Auditors'  Consent (to be filed by amendment)
     11.   Not  Applicable
     12.   Not  Applicable
     13.   Calculation  of  Performance  Data (to be filed by amendment)
     14.   Company  Organizational  Chart(4)
     27.   Not Applicable

(1)  Incorporated by reference to Registrant's Form N-4 (File Nos. 333-06709
     and 811-05618) electronically filed on June  24,  1996.
(2)  Incorporated by reference to Pre-Effective Amendment No. 1 to Registrant's
     Form N-4 (File Nos. 333-06709 and 811-05618) electronically filed on
     December 13, 1996.
(3)  Incorporated by reference to Registrant's Form N-4 (File Nos. 333-06709 and
     811-05618) electronically filed on November 12, 1999.
(4)  Incorporated by reference to Registrant's Post-Effective  Amendment No. 8
     to Form N-4 (File Nos. 333-06709 and 811-05618) electronically filed on
     April 27, 2000.




Item  25.        Directors  and  Officers  of  the  Depositor

The following are the Officers and Directors of the Insurance Company:

<TABLE>
<CAPTION>
<S>                           <C>
Name and Principal            Positions and Offices
Business Address              with Depositor
----------------------------  ---------------------------------

Robert W. MacDonald           Director,
300 S. Hwy 169                Chief Executive Officer
Minneapolis, MN 55426

Margery G. Hughes             President,
300 S. Hwy 169                Chief Administrative Officer
Minneapolis, MN 55426

Mark A. Zesbaugh              Senior Vice President,
300 S. Hwy 169                Chief Financial Officer
Minneapolis, MN  55426

Lowell C. Anderson            Chairman of the Board
1750 Hennepin Avenue
Minneapolis, MN 55403

Herbert F. Hansmeyer          Director
777 San Marin Drive
Novato, CA 94998

Michael P. Sullivan           Director
7505 Metro Boulevard
Minneapolis, MN 55439

Dr. Gerhard Rupprecht         Director
Reinsburgstrasse 19
D-70178
Stuttgart, Germany

Edward J. Bonach              President - Special
1750 Hennepin Avenue          Markets Division
Minneapolis, MN 55403

Robert S. James               Senior Vice President - Marketing
300 S. Hwy 169                Development
Minneapolis, MN 55426

Rev. Dennis Dease             Director
c/o University of St. Thomas
215 Summit Avenue
St. Paul, MN 55105-1096

James R. Campbell             Director
c/o Norwest Corp.
Norwest Center
Sixth & Marquette
Minneapolis, MN 55479-0116

Robert M. Kimmitt             Director
Wilmer, Cutler & Pickering
2445 M Street NW
Washington, DC  20037-1420

Brad Barks                     Senior Vice President -
300 S. Hwy 169                 Financial Analysis/M&A
Minneapolis, MN 55426

Chuck Kavitsky                 Senior Vice President -
300 S. Hwy 169                 Chief Marketing Officer
Minneapolis, MN 55426
</TABLE>


Item  26.   Persons Controlled by or Under Common Control with the Depositor
            or  Registrant

The Insurance Company organizational chart was filed as Exhibit 14 (File
Nos. 333-06709 and 811-05618) in Post-Effective Amendment No. 8 filed
April 27, 2000 and is incorporated herein by reference.

Item  27.        Number  of  Contract  Owners

Not Applicable

Item  28.        Indemnification

The Bylaws of the Insurance Company provide that:

Each person (and the heirs,  executors,  and administrators of such person) made
or threatened to be made a party to any action, civil or criminal,  by reason of
being or having been a Director,  officer, or employee of the corporation (or by
reason of serving  any other  organization  at the  request of the  corporation)
shall  be  indemnified  to the  extent  permitted  by the  laws of the  State of
Minnesota, and in the manner prescribed therein.

Insofar as  indemnification  for liability  arising under the  Securities Act of
1933 may be permitted for directors and officers or  controlling  persons of the
Insurance Company pursuant to the foregoing, or otherwise, the Insurance Company
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public  policy as  expressed  in the Act and,
therefore,  unenforceable. In the event that a claim for indemnification against
such  liabilities  (other than the payment by the Insurance  Company of expenses
incurred or paid by a director,  officer or controlling  person of the Insurance
Company in the successful defense of any action, suit or proceeding) is asserted
by  such  director,  officer  or  controlling  person  in  connection  with  the
securities  being  registered,  the Company  will,  unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

Item  29.        Principal  Underwriters



    a.  USAllianz Investor Services, LLC is  the  principal underwriter
        for the Contracts. It also is the principal  underwriter  for:

                          Allianz  Life  Variable  Account  A
                          Preferred  Life  Variable  Account  C

     b.  The following are the officers(managers) and directors (Board of
Governors) of USAllianz Investor Services, LLC:


<TABLE>
<CAPTION>
<S>                     <C>
                        Positions and Offices
Business Address        with Underwriter
----------------------  ----------------------

Christopher H.Pinkerton President and Director
1750 Hennepin Avenue
Minneapolis, MN 55403

Thomas B. Clifford      Vice President and Director
1750 Hennepin Avenue
Minneapolis, MN 55403

Catherine L. Mielke     Compliance Officer
1750 Hennepin Avenue
Minneapolis, MN 55403

Michael M. Ahles        Senior Vice President, Chief Financial
1750 Hennepin Avenue    Officer & Treasurer
Minneapolis, MN  55403

Lawrance C. Skibo       Executive Vice President
1750 Hennepin Avenue
Minneapolis, MN  55403

Catherine Q. Farley     Senior Vice President & Chief Administrative
1750 Hennepin Avenue    Officer
Minneapolis, MN  55403

Robert S. James         Director
1750 Hennepin Avenue
Minneapolis, MN  55403

Cindy Robeck            Assistant Vice President
1750 Hennepin Avenue
Minneapolis, MN  55403

Carol Shaw              Senior Vice President
1750 Hennepin Avenue
Minneapolis, MN  55403

Gigi Wagner             Vice President
1750 Hennepin Avenue
Minneapolis, MN  55403

</TABLE>

     c. Not Applicable

Item  30.        Location  of  Accounts  and  Records

Thomas Clifford, whose address is 1750 Hennepin Avenue, Minneapolis,  Minnesota,
55403 and Delaware Valley  Financial  Services,  USAllianz  Service Center,  300
Berwyn Park, Berwyn,  Pennsylvania  19312,  maintain physical possession of the
accounts,  books or documents of the Variable  Account required to be maintained
by Section  31(a) of the  Investment  Company Act of 1940,  as amended,  and the
rules promulgated thereunder.

Item  31.        Management  Services

Not  Applicable

Item  32.        Undertakings

   a. Registrant  hereby  undertakes to file a post-effective  amendment to this
registration  statement as frequently as is necessary to ensure that the audited
financial  statements in the registration  statement are never more than sixteen
(16) months old for so long as payment under the variable annuity  contracts may
be accepted.

   b.  Registrant  hereby  undertakes  to  include  either  (1) as  part  of any
application to purchase a contract  offered by the  Prospectus,  a space that an
applicant can check to request a Statement of Additional  Information,  or (2) a
postcard  or  similar  written  communication  affixed  to or  included  in  the
Prospectus  that the  applicant can remove to send for a Statement of Additional
Information.

   c.  Registrant  hereby  undertakes  to deliver any  Statement  of  Additional
Information  and any financial  statements  required to be made available  under
this Form promptly upon written or oral request.

   d.  Allianz  Life  Insurance  Company  of North  America  ("Company")  hereby
represents  that the fees and charges  deducted under the Contract  described in
the  Prospectus,  in the  aggregate,  are reasonable in relation to the services
rendered, the expenses to be incurred and the risks assumed by the Company.

                             REPRESENTATIONS

The  Insurance  Company  hereby  represents  that it is relying upon a No Action
Letter issued to the American Council of Life Insurance, dated November 28, 1988
(Commission ref. IP-6-88),  and that the following provisions have been complied
with:

   1.  Include  appropriate  disclosure  regarding the redemption restrictions
imposed  by  Section  403(b)(11) in each registration statement, including the
prospectus,  used  in  connection  with  the  offer  of  the  contract;

   2.  Include  appropriate  disclosure  regarding the redemption restrictions
imposed  by Section 403(b)(11) in any sales literature used in connection with
the  offer  of  the  contract;

   3.  Instruct sales representatives who solicit participants to purchase the
contract  specifically to bring the redemption restrictions imposed by Section
403(b)(11)  to  the  attention  of  the  potential  participants;

   4. Obtain from each plan  participant  who purchases a Section 403(b) annuity
contract,  prior  to or at  the  time  of  such  purchase,  a  signed  statement
acknowledging  the  participant's  understanding  of  (1)  the  restrictions  on
redemption imposed by Section 403(b)(11),  and (2) other investment alternatives
available  under  the  employer's   Section  403(b)  arrangement  to  which  the
participant may elect to transfer his contract value.


                              SIGNATURES


As  required by the  Securities  Act of 1933 and the  Investment  Company Act of
1940, as amended,  the Registrant has caused this Registration Statement to be
signed on its behalf in the City of Minneapolis and State of Minnesota, on this
29th day of June, 2000.

                                         ALLIANZ  LIFE VARIABLE  ACCOUNT  B
                                         (Registrant)


                                         By:  ALLIANZ  LIFE  INSURANCE COMPANY
                                             OF  NORTH  AMERICA
                                                 (Depositor)




                                         By: /S/ SUZANNE J. PEPIN
                                            --------------------------------




                                         ALLIANZ  LIFE  INSURANCE  COMPANY
                                         OF  NORTH  AMERICA
                                          (Depositor)




                                          By: /S/ SUZANNE J. PEPIN
                                             ------------------------------







Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated.

Signature  and  Title                                               Date

<TABLE>
<CAPTION>
<S>                      <C>                          <C>
Lowell C. Anderson*      Chairman of the Board                      6/29/00
Lowell C. Anderson

Robert W. MacDonald*     Director and                               6/29/00
Robert W. MacDonald      Chief Executive Officer

Margery G. Hughes*       President and                              6/29/00
Margery G. Hughes        Chief Administrative Officer

Mark A. Zesbaugh*        Chief Financial Officer                    6/29/00
Mark A. Zesbaugh         Senior Vice President

Herbert F. Hansmeyer*    Director                                   6/29/00
Herbert F. Hansmeyer

Michael P. Sullivan*     Director                                   6/29/00
Michael P. Sullivan

Dr. Gerhard Rupprecht*   Director                                   6/29/00
Dr. Gerhard Rupprecht

Rev. Dennis Dease*       Director                                   6/29/00
Rev. Dennis Dease

James R. Campbell*       Director                                   6/29/00
James R. Campbell

Robert M. Kimmitt*       Director                                   6/29/00
Robert M. Kimmitt

</TABLE>


                                         *By    Power  of  Attorney



                                          By: /S/ SUZANNE J. PEPIN
                                              --------------------------------
                                              Suzanne J. Pepin
                                              Attorney-in-Fact


                            LIMITED POWER OF ATTORNEY

     KNOWN ALL MEN BY THESE  PRESENTS,  that I, Lowell C. Anderson,  Chairman of
the Board of Allianz Life Insurance  Company of North America  (Allianz Life), a
corporation duly organized under the laws of Minnesota, do hereby appoint Robert
W. MacDonald and Suzanne J. Pepin,  each  individually as my attorney and agent,
for me, and in my name as  Chairman  of the Board of  Allianz  Life on behalf of
Allianz Life,  with full power to execute,  deliver and file with the Securities
and Exchange  Commission all documents  required for  registration of a security
under the Securities Act of 1933, as amended,  and the Investment Company Act of
1940,  as amended,  and to do and perform each and every act that said  attorney
may deem necessary or advisable to comply with the intent of aforesaid Acts.

       WITNESS my hand and seal this 3rd day of April 2000.

WITNESS:

/s/ Lowell C. Anderson
-----------------------------


                            LIMITED POWER OF ATTORNEY

     KNOWN  ALL MEN BY  THESE  PRESENTS,  that I,  Robert  W.  MacDonald,  Chief
Executive  Officer and a Director  of Allianz  Life  Insurance  Company of North
America  (Allianz  Life),  a  corporation  duly  organized  under  the  laws  of
Minnesota,  do hereby appoint Suzanne J. Pepin as my attorney and agent, for me,
and in my name as Chief Executive Officer and Director of Allianz Life on behalf
of  Allianz  Life,  with  full  power to  execute,  deliver  and  file  with the
Securities and Exchange  Commission all documents required for registration of a
security  under the  Securities  Act of 1933,  as  amended,  and the  Investment
Company Act of 1940,  as amended,  and to do and perform each and every act that
said  attorney  may deem  necessary  or  advisable  to comply with the intent of
aforesaid Acts.


/s/ Robert W. MacDonald
-----------------------
Robert W. MacDonald

       WITNESS my hand and seal this 26th day of April 2000.


WITNESS:

/s/ Mary Ann Lemke
-----------------------------


                            LIMITED POWER OF ATTORNEY

     KNOWN ALL MEN BY THESE  PRESENTS,  that I, Margery G. Hughes,  President of
Allianz Life Insurance  Company of North America  (Allianz  Life), a corporation
duly  organized  under  the laws of  Minnesota,  do  hereby  appoint  Robert  W.
MacDonald and Suzanne J. Pepin,  each individually as my attorney and agent, for
me, and in my name as President of Allianz Life on behalf of Allianz Life,  with
full  power to  execute,  deliver  and file  with the  Securities  and  Exchange
Commission  all  documents  required for  registration  of a security  under the
Securities Act of 1933, as amended,  and the Investment  Company Act of 1940, as
amended,  and to do and perform  each and every act that said  attorney may deem
necessary or advisable to comply with the intent of aforesaid Acts.

     WITNESS my hand and seal this 5th day of April 2000.

WITNESS:  /s/ Mary Ann Lemke

/s/ Margery G. Hughes
-----------------------


                            LIMITED POWER OF ATTORNEY

     KNOWN ALL MEN BY THESE  PRESENTS,  that I, Mark A.  Zesbaugh,  Senior  Vice
President,  Chief  Financial  Officer and  Assistant  Secretary  of Allianz Life
Insurance  Company of North America (Allianz Life), a corporation duly organized
under the laws of Minnesota,  do hereby  appoint Robert W. MacDonald and Suzanne
J. Pepin,  each individually as my attorney and agent, for me, and in my name as
Senior Vice  President,  Chief  Financial  Officer and  Assistant  Secretary  of
Allianz Life on behalf of Allianz Life, with full power to execute,  deliver and
file with the  Securities  and Exchange  Commission  all documents  required for
registration of a security under the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, and to do and perform each and every
act that said attorney may deem necessary or advisable to comply with the intent
of aforesaid Acts.

     WITNESS my hand and seal this 3rd day of April 2000.

WITNESS:                                /s/ Mark A. Zesbaugh


/s/ Stacey R. Thiele
-----------------------


                            LIMITED POWER OF ATTORNEY

     KNOWN ALL MEN BY THESE PRESENTS, that I, Herbert F. Hansmeyer,  Director of
Allianz Life Insurance  Company of North America  (Allianz  Life), a corporation
duly  organized  under  the laws of  Minnesota,  do  hereby  appoint  Robert  W.
MacDonald and Suzanne J. Pepin,  each individually as my attorney and agent, for
me, and in my name as Director of Allianz Life on behalf of Allianz  Life,  with
full  power to  execute,  deliver  and file  with the  Securities  and  Exchange
Commission  all  documents  required for  registration  of a security  under the
Securities Act of 1933, as amended,  and the Investment  Company Act of 1940, as
amended,  and to do and perform  each and every act that said  attorney may deem
necessary or advisable to comply with the intent of aforesaid Acts.

/s/ Herbert F. Hansmeyer
------------------------
Herbert F. Hansmeyer

     WITNESS my hand and seal this 4th day of April 2000.

WITNESS:

/s/ David C Marks
------------------

                                 ACKNOWLEDGEMENT


State of Connecticut
County of Fairfield

The foregoing instrument was acknowledged before me Tracy Stroh this 5th day of
April, 2000, by Herbert F. Hansmeyer.

                                           /s/ Tracey Stroh
                                           -----------------
                                           Notary Public


                            LIMITED POWER OF ATTORNEY

     KNOWN ALL MEN BY THESE PRESENTS,  that I, Michael P. Sullivan,  Director of
Allianz Life Insurance  Company of North America  (Allianz  Life), a corporation
duly  organized  under  the laws of  Minnesota,  do  hereby  appoint  Robert  W.
MacDonald and Suzanne J. Pepin,  each individually as my attorney and agent, for
me, and in my name as Director of Allianz Life on behalf of Allianz  Life,  with
full  power to  execute,  deliver  and file  with the  Securities  and  Exchange
Commission  all  documents  required for  registration  of a security  under the
Securities Act of 1933, as amended,  and the Investment  Company Act of 1940, as
amended,  and to do and perform  each and every act that said  attorney may deem
necessary or advisable to comply with the intent of aforesaid Acts.

     WITNESS my hand and seal this 5th day of April 2000.

WITNESS:

/s/ Michael P. Sullivan
------------------


                            LIMITED POWER OF ATTORNEY

     KNOWN ALL MEN BY THESE PRESENTS, that I, Dr. Gerhard G. Rupprecht, Director
of Allianz Life Insurance Company of North America (Allianz Life), a corporation
duly  organized  under  the laws of  Minnesota,  do  hereby  appoint  Robert  W.
MacDonald and Suzanne J. Pepin,  each individually as my attorney and agent, for
me, and in my name as Director of Allianz Life on behalf of Allianz  Life,  with
full  power to  execute,  deliver  and file  with the  Securities  and  Exchange
Commission  all  documents  required for  registration  of a security  under the
Securities Act of 1933, as amended,  and the Investment  Company Act of 1940, as
amended,  and to do and perform  each and every act that said  attorney may deem
necessary or advisable to comply with the intent of aforesaid Acts.


     WITNESS my hand and seal this 18th day of April 2000.

WITNESS:

                                      /s/ Gerhard Rupprecht

                                      (Dr. Gerhard Rupprecht)

                                                 Unterschriftsbeglaubigung

I hereby certify, the the above is the true signature, acknowledged in my
presence of

                        Dr. Gerhard Rupprecht
                        Chairman of the Board of Management
                        Reinsburgstrabe 19,70178 Stuttgart, Germany,

Personally know to me.

                          Stuttgart, den 18.April 2000

                                         /s/ Dr. Kubler
                                         Dr. Kubler
                                         Notarvetreter


                            LIMITED POWER OF ATTORNEY

     KNOWN ALL MEN BY THESE PRESENTS, that I, Reverand Dennis J. Dease, Director
of Allianz Life Insurance Company of North America (Allianz Life), a corporation
duly  organized  under  the laws of  Minnesota,  do  hereby  appoint  Robert  W.
MacDonald and Suzanne J. Pepin,  each individually as my attorney and agent, for
me, and in my name as Director of Allianz Life on behalf of Allianz  Life,  with
full  power to  execute,  deliver  and file  with the  Securities  and  Exchange
Commission  all  documents  required for  registration  of a security  under the
Securities Act of 1933, as amended,  and the Investment  Company Act of 1940, as
amended,  and to do and perform  each and every act that said  attorney may deem
necessary or advisable to comply with the intent of aforesaid Acts.

                               /s/ Dennis J. Dease

     WITNESS my hand and seal this 4th day of April 2000.

WITNESS:

/s/ Donna L Baisden


                            LIMITED POWER OF ATTORNEY

     KNOWN ALL MEN BY THESE  PRESENTS,  that I, James R.  Campbell,  Director of
Allianz Life Insurance  Company of North America  (Allianz  Life), a corporation
duly  organized  under  the laws of  Minnesota,  do  hereby  appoint  Robert  W.
MacDonald and Suzanne J. Pepin,  each individually as my attorney and agent, for
me, and in my name as Director of Allianz Life on behalf of Allianz  Life,  with
full  power to  execute,  deliver  and file  with the  Securities  and  Exchange
Commission  all  documents  required for  registration  of a security  under the
Securities Act of 1933, as amended,  and the Investment  Company Act of 1940, as
amended,  and to do and perform  each and every act that said  attorney may deem
necessary or advisable to comply with the intent of aforesaid Acts.

/s/ James R. Campbell

     WITNESS my hand and seal this 5th day of April 2000.

WITNESS:

/s/ Vicki L. Plymate
--------------------


                            LIMITED POWER OF ATTORNEY

     KNOWN ALL MEN BY THESE  PRESENTS,  that I, Robert M.  Kimmitt,  Director of
Allianz Life Insurance  Company of North America  (Allianz  Life), a corporation
duly  organized  under  the laws of  Minnesota,  do  hereby  appoint  Robert  W.
MacDonald and Suzanne J. Pepin,  each individually as my attorney and agent, for
me, and in my name as Director of Allianz Life on behalf of Allianz  Life,  with
full  power to  execute,  deliver  and file  with the  Securities  and  Exchange
Commission  all  documents  required for  registration  of a security  under the
Securities Act of 1933, as amended,  and the Investment  Company Act of 1940, as
amended,  and to do and perform  each and every act that said  attorney may deem
necessary or advisable to comply with the intent of aforesaid Acts.


     WITNESS my hand and seal this 5th day of April 2000.

                              /s/ Robert M. Kimmitt
                             ----------------------
                              Robert M. Kimmitt, Esq.

WITNESS:

/s/ illegible
------------------







                                   EXHIBITS

                                      TO

                                   FORM N-4

                       ALLIANZ LIFE VARIABLE ACCOUNT B

               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA



                              INDEX TO EXHIBITS



EXHIBIT
99.B.4.       Individual Annuity Contract
99.B.4.c.     Immediate Bonus Endorsement
99.B.4.d.     Loyalty Bonus Endorsement
99.B.4.e.     Guaranteed Minimum Income Benefit Endorsement (Option 1)
99.B.4.f.     Guaranteed Minimum Income Benefit Endorsement (Option 2)
99.B.5.       Application for Variable Annuity




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